Counsel definition
Examples of Counsel in a sentence
Company’s determination (including a determination by its directors or Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may not be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by Company under this Agreement or create a presumption that Indemnitee has not met any applicable standard of conduct.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel.
Company is not liable to Indemnitee under this Agreement for amounts paid to settle any Claim effected without Company’s prior written consent, not to be unreasonably withheld; provided, however, that if a Change in Control has occurred, Company shall indemnify Indemnitee for amounts paid in settlement if Independent Counsel approved the settlement.
Written notice of Employee’s claim must be mailed by certified or registered mail, return receipt requested, to ▇▇▇▇▇’s General Counsel at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or to such other address as Zynex may later designate in writing (“Notice Address”).
The Trustee shall receive an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Article 11 and that all conditions precedent herein provided for relating to such transaction have been complied with.