Special Independent Counsel definition

Special Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither currently is, nor in the past five years has been, retained to represent: (i) the Corporation or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Special Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.
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Special Independent Counsel as defined in Section 2, 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 Special Independent Counsel. If a written objection is made, the Special Independent Counsel so selected may not serve as Special Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by the Indemnitee of a written request for indemnification, no Special Independent Counsel shall have been selected or if selected, shall have been objected to, in accordance with this paragraph either the Corporation or the Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or the Indemnitee to the other’s selection of Special Independent Counsel and/or for the appointment as Special Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Special Independent Counsel. The Corporation shall pay the reasonable and necessary fees and expenses of Special Independent Counsel incurred in connection with its acting in such capacity. The Corporation shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this paragraph, regardless of the manner in which such Special Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to Section 10 of this Agreement, any Special Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
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Special Independent Counsel means counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) and who has not, unless waived by the Company and Indemnitee, otherwise performed services for the Company or Indemnitee within the last three (3) years. The Company agrees to pay the reasonable fees of the Special Independent Counsel referred to above and to fully indemnify such counsel against, any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
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Examples of Special Independent Counsel in a sentence

  • The Company shall pay the reasonable fees of such Special Independent Counsel and shall indemnify such Special Independent Counsel against any and all reasonable expenses (including reasonable attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

  • The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Special Independent Counsel is involved.

  • The Special Independent Counsel, among other things, will render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

  • The Special Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

  • For purposes of this Agreement, "Reviewing Party" shall be the Special Independent Counsel.

  • The Company agrees to pay the reasonable fees of the Special Independent Counsel referred to above and to fully indemnify such counsel against, any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

  • The Company will pay the reasonable fees and expenses of the Special Independent Counsel.

  • For purposes of this Agreement "Special Independent Counsel" shall mean counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) and who has not, unless waived by the Company and Indemnitee, otherwise performed services for the Company or Indemnitee within the last three (3) years.

  • Such Special Independent Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

  • If there has been such a Change in Control, the Reviewing Party shall be Special Independent Counsel.


More Definitions of Special Independent Counsel

Special Independent Counsel as defined in Section 2, 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
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Special Independent Counsel means Independent Legal Counsel that shall have the authority and responsibility more fully set forth in Section 6 hereof and shall be compensated by the Company as more fully set forth in said section.
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Special Independent Counsel has the meaning ascribed thereto in Section 6 hereof.
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Special Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.
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Special Independent Counsel means an attorney licensed in a State of the United States selected by CPP, and approved by the Indemnitee, which approval may not be unreasonably withheld, delayed or conditioned, that: (a) has not performed services for CPP or the Indemnitee within the five years immediately preceding the date of the Indemnitee’s request for indemnification or payment hereunder; and (b) under the applicable standards of professional conduct then prevailing, does not have a conflict of interest in representing either CPP or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. If the parties fail to agree upon the Special Independent Counsel on or before the date twenty days after the pertinent Indemnification Request, either party may petition a Delaware Court for resolution of any objection that the Indemnitee may have to the Special Independent Counsel, or the appointment of an alternative Special Independent Counsel by the Delaware Court, which appointment will be binding upon the parties. CPP will pay any and all actual and reasonable expenses incurred by the Indemnitee in petitioning that court, which actual and reasonable expenses are will be subject to advance payment by CPP pursuant to an Expense Advance in the manner provided in ARTICLE III. CPP, Inc. Indemnification Agreement with [ ]
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Special Independent Counsel is counsel selected by Director and approved by the Corporation (which approval shall not be unreasonably withheld) and who has not, unless waived by the Corporation and Director, otherwise performed services for the Corporation or Director within the last ten years.
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Related to Special Independent Counsel

  • 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).

  • 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.

  • Patent Counsel means the DOE Counsel for Intellectual Property assisting the DOE Contracting activity.

  • Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

  • Co-Lead Counsel means the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.

  • Liaison Counsel means Xxxxxx Xxxx LLP.

  • 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.

  • 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.

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • 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.

  • Legal counsel shall have the meaning assigned to such term in Section 2(b).

  • joint board means the Townsville-Thuringowa Water Supply Joint Board.

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.

  • Defendants’ Counsel means Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx of Xxxxxx Xxxxxx Xxxxxxxx LLP.

  • Independent Person means a person appointed under section 28(7) of the 2011 Act;

  • Lead Counsel means the law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • 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 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 Board Committee means the independent board committee of the Company

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.