Independent Counsel as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Patient counseling means the written and oral communication by the pharmacist or pharmacy intern of information, to the patient or caregiver, in order to ensure proper use of drugs, devices, and dietary supplements.
Parent counseling and training means assisting parents in understanding the special needs of their child and providing parents with information about child development, and helping parents to acquire the necessary skills that will allow them to support the implementation of their child's IEP.
Professional counselor means a person who practices counseling as defined in § 54.1-3500.
Participating Clinical Professional Counselor means a Clinical Professional Counselor who has a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.
Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.
Patent Counsel means the DOE Counsel for Intellectual Property assisting the DOE Contracting activity.
Independent testing laboratory means an independent organization, accepted by the Contracting Officer, engaged to perform specific inspections or tests of the work, either at the site or elsewhere, and report the results of these inspections or tests.
Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.
Non-Participating Clinical Professional Counselor means a Clinical Professional Counselor who does not have a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.
Independent Adviser means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 5(j)(i).
Independent Advisor means a reputable accounting, appraisal or nationally recognized investment banking, engineering or consulting firm (a) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect material financial interest in the Company and (b) which, in the judgment of the Board of Directors of the Company, is otherwise disinterested, independent and qualified to perform the task for which it is to be engaged.
Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.
Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.
Independent Fund Director means an independent director of an investment company advised by Invesco.
Independent Consultant means the independent individual, firm, or organization with which the SBA contracts to prepare the Premium Formula and any other actuarial services for the FHCF, as determined under the contract with the Consultant.
Independent Director/Trustee means any; (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as director/trustee.
Independent Fiduciary means an independent fiduciary who will serve as a fiduciary to the Plan in accordance with Article 3 that has no relationship or interest in any of the Settling Parties and is mutually agreed to by the Settling Parties.
Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Liaison Counsel means Xxxxxx Xxxx LLP.
Independent physician means a physician who is chosen by the resident of the assisted living facility and who has no financial interest in the assisted living facility, directly or indirectly, as an owner, officer, or employee or as an independent contractor with the residence.
Lead Director means, at any given time, the lead, independent member (if any) elected as such by the Board and occupying such position.
Counseling means one or more consultations as necessary between a state licensed psychiatrist or psychologist and a patient for the purpose of determining that the patient is capable and not suffering from a psychiatric or psychological disorder or depression causing impaired judgment.
Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.
Designated Employer Representative (DER) means a designated school district representative authorized to take immediate action to remove employees from safety-sensitive duties, to make required decisions in the testing and evaluation process, and to receive test results and other communications for the school district.
Independent representative means a person who: