Common use of Reviewing Party Clause in Contracts

Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) any person or group of persons consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 7 contracts

Samples: Indemnification Agreement (Talk Com), Indemnification Agreement (Talk Com), Indemnification Agreement (Talk Com)

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Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) mean, subject to the provisions of Section 2(g), any person or group of persons consisting of body appointed by the Board in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orBoard, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.as set forth in Section 2(i). ​

Appears in 7 contracts

Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)

Reviewing Party. For purposes of this Agreement, a A "Reviewing Party" shall mean means (i) any person the Board of Directors or group a committee of persons consisting of a member or members directors of the Company's , who are not officers, appointed by the Board of Directors and/orDirectors, as provided that a majority of such directors are not parties to the case may beclaim or (ii) special, or any other person independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who is are not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counselofficers.

Appears in 7 contracts

Samples: Indemnification Agreement (Pharmerica Inc), Indemnification Agreement (Inspire Insurance Solutions Inc), Indemnification Agreement (Travel Services International Inc)

Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) mean, subject to the provisions of Section 2(g), any person or group of persons consisting of body appointed by the Board in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orBoard, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counselas set forth in Section 2(i).

Appears in 6 contracts

Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)

Reviewing Party. For purposes of this Agreement, a A "Reviewing Party" shall mean means (i) any person the Board of Directors or group a committee of persons consisting of a member or members directors of the Company's , who are not officers, appointed by the Board of Directors and/orDirectors, as provided that a majority of such directors are not parties to the case may beclaim, or any other person (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who is are not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counselofficers.

Appears in 4 contracts

Samples: Indemnification Agreement (Resortquest International Inc), Indemnification Agreement (Resortquest International Inc), Indemnification Agreement (Vacation Properties International Inc)

Reviewing Party. For purposes of this Agreement, a "A “Reviewing Party" shall mean (i) any appropriate person or group of persons body consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 3 contracts

Samples: Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Trailer Bridge Inc)

Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) any appropriate person or group of persons body consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 2 contracts

Samples: Form of Director Indemnification Agreement (Urs Corp /New/), Officer Indemnification Agreement (Urs Corp /New/)

Reviewing Party. For purposes of this Agreement, a A "Reviewing Party" shall mean means (i) any person the board of directors or group a committee of persons consisting of a member or members directors of the Company's Board of Directors and/orCorporation, as the case may bewho are not officers, or any other person appointed by the Board board of Directors who is directors, provided that a majority of such directors are not a party parties to the particular Claim for which Indemnitee is seeking indemnificationclaim in question, or (ii) Independent Legal Counselspecial, independent counsel selected and appointed by the board of directors or by a committee of directors of the Corporation who are not officers.

Appears in 2 contracts

Samples: Indemnification Agreement (Ignis Petroleum Group, Inc.), Indemnification Agreement (Ignis Petroleum Group, Inc.)

Reviewing Party. For purposes of this Agreement, a A "Reviewing Party" shall mean means (i) any person the Board or group a committee of persons consisting of a member or members directors of the Company's Board , who are not officers, appointed by the Board, provided that a majority of Directors and/orsuch directors are not parties to the claim or (ii) special, as the case may be, or any other person independent counsel selected and appointed by the Board or by a committee of Directors directors of the Company who is are not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counselofficers.

Appears in 2 contracts

Samples: An Indemnification Agreement (Travel Services International Inc), Indemnification Agreement (Dispatch Management Services Corp)

Reviewing Party. For purposes of this Agreement, a "A “Reviewing Party" shall mean means (i) any person or group of persons consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person appointed by the Board of Directors of the Company, provided, that a determination by the Board under this Agreement shall require a majority vote of a quorum of directors of the Board of the Company who is are not a party or were not parties to the particular Claim for which Indemnitee is seeking indemnificationaction, suit or proceeding or (ii) Independent Legal Counselindependent legal counsel selected by the Board.

Appears in 1 contract

Samples: Indemnification Agreement (Intrusion Inc)

Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) any person or group of persons consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Employment Agreement (Premier Holding Corp.)

Reviewing Party. For purposes of this Agreement, a "A “Reviewing Party" shall mean (i) any appropriate person or group of persons body consisting of a member or members of the Company's ’s Board of Directors and/or, as the case may be, or any other person or body appointed by the Company’s Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Indemnification Agreement (Clarient, Inc)

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Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) means any appropriate person or group of persons body consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person or body appointed by the Board of Directors (including the Special Independent Counsel referred to in Section 6) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Indemnification Agreement (Core Mark International Inc)

Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) any appropriate person or group of persons body consisting of a member or members of the Company's ’s Board of Directors and/or, as the case may be, or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, indemnification or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Indemnification Agreement (Lawson Products Inc/New/De/)

Reviewing Party. For purposes of this Agreement, a "" Reviewing PartyParty " shall mean (i) any person or group of persons consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Indemnification Agreement (Talk America Holdings Inc)

Reviewing Party. For purposes of this Agreement, a A "Reviewing Party" shall mean means (i) any person or group of persons consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person appointed by the Board of Directors of the Company, provided, that a determination by the Board under this Agreement shall require a majority vote of a quorum of directors of the Board of the Company who is are not a party or were not parties to the particular Claim for which Indemnitee is seeking indemnificationaction, suit or proceeding or (ii) Independent Legal Counselindependent legal counsel selected by the Board.

Appears in 1 contract

Samples: Indemnification Agreement (Compu Dawn Inc)

Reviewing Party. For the purposes of this Agreement, a "Reviewing Party" shall mean (i” means, subject to the provisions of Section 7(c) below, any person or group body appointed by the Board of persons consisting Directors of the Company in accordance with applicable law to review the Company’s obligations hereunder, under the Company’s Certificate of Incorporation and Bylaws and under applicable law, which may include a member or members of the Company's ’s Board of Directors and/orDirectors, as the case may be, independent legal counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim claim for which the Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Indemnity Agreement (HyperSpace Communications, Inc.)

Reviewing Party. For purposes of this Agreement, a "The term “Reviewing Party" shall mean (i) any appropriate person or group of persons body consisting of a member or members of the Company's ’s Board of Directors and/or, as the case may be, or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Indemnity Agreement (21st Century Telecom Services, Inc.)

Reviewing Party. For the purposes of this Agreement, a "Reviewing Party" shall mean (imeans, subject to the provisions of Section 7(c) below, any person or group body appointed by the Board of persons consisting Directors of the Company in accordance with applicable law to review the Company's obligations hereunder, under the Company's Certificate of Incorporation and Bylaws and under applicable law, which may include a member or members of the Company's Board of Directors and/orDirectors, as the case may be, independent legal counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim claim for which the Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.

Appears in 1 contract

Samples: Indemnity Agreement (Netlist Inc)

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