Indemnitee Uses in Independent Counsel Clause

Independent Counsel from Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (the Agreement) is made and entered into as of [*], 20[*] between Kala Pharmaceuticals, Inc., a Delaware corporation (the Company), and [ ] (Indemnitee).

Independent Counsel. means a law firm, or a member of a law firm, or a solo practitioner, with recognized expertise in matters of Delaware corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term 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 Company or Indemnitee in an action to determine Indemnitees rights under this Agreement.

Independent Counsel from Indemnification Agreement

INDEMNIFICATION AGREEMENT, effective on the day of (this Agreement), by and between BAKER HUGHES, A GE COMPANY, a Delaware corporation (the Company), and [EMPLOYEE NAME], an individual resident of [ ] (the Indemnitee).

Independent Counsel. shall mean a law firm or a member of a law firm that is experienced in matters of corporate law and neither currently is nor in the five years previous to its selection or appointment has been retained to represent (i) the Company or the Indemnitee in any matter material to either such party (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the action, suit, investigation or proceeding giving rise to a Claim for indemnification hereunder. Notwithstanding the foregoing, the term 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 Company or the Indemnitee in an action to determine the Indemnitees right to indemnification under this Agreement.

Independent Counsel from Indemnification Agreement

This Indemnification Agreement (Agreement) is made as of , 2016 by and between Adient US LLC, a Michigan limited liability company (Company), and (Indemnitee). Except as provided herein, this Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

Independent Counsel. shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three (3) years has been, retained to represent: (i) Adient, the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term 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 Adient, the Company or Indemnitee in an action to determine Indemnitees rights under this Agreement.

Independent Counsel

This deed (Deed) is made as of , 2016 by and between Adient plc, a public limited company organized under the laws of Ireland (Adient), and (Indemnitee). Except as provided herein, this Deed supersedes and replaces any and all previous agreements between Adient and Indemnitee covering the subject matter of this Deed.

Independent Counsel. shall mean a law firm, or a member of a law firm, that is experienced in matters of Irish company law and US corporation law and neither presently is, nor in the past three (3) years has been, retained to represent: (i) Adient or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Deed, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term 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 Adient or Indemnitee in an action to determine Indemnitees rights under this Deed.

Independent Counsel from Form of Indemnity Agreement

THIS INDEMNITY AGREEMENT (this Agreement) is made as of [*], 2017, by and between FEDERAL STREET ACQUISITION CORP., a Delaware corporation (the Company), and [*] (Indemnitee).

Independent Counsel. shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term 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 Company or Indemnitee in an action to determine Indemnitees rights under this Agreement.

Independent Counsel from Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (the Agreement) is made and entered into as of March , 2014 between FOUR SPRINGS CAPITAL TRUST, a Maryland real estate investment trust (the Company), and [NAME] (Indemnitee). All terms capitalized but not defined herein shall have the meaning as set forth in Section 13 hereof.

Independent Counsel. means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term 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 Company or Indemnitee in an action to determine Indemnitees rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Independent Counsel from Form of Indemnification Agreement

INDEMNIFICATION AGREEMENT (this Agreement), made and executed as of , by and between Oasis Midstream Partners LP, a Delaware limited partnership (the Partnership) and [name], an individual resident of the State of (the Indemnitee).

Independent Counsel. shall mean a law firm of at least 50 attorneys or a member of a law firm of at least 50 attorneys that is experienced in matters of partnership or limited liability company as well as corporate law and that neither is presently nor in the past five years has been retained to represent (i) the Partnership, the General Partner or the Indemnitee or any affiliate thereof 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 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 any of the Partnership, the General Partner or the Indemnitee in an action to determine the Indemnitees right to indemnification under this Agreement.

Independent Counsel from Indemnification Agreement

This Indemnification Agreement (this Agreement) is dated as of [______], 2017, and is between Tintri, Inc., a Delaware corporation (the Company), and [insert name of indemnitee] (Indemnitee).

Independent Counsel. means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term 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 Company or Indemnitee in an action to determine Indemnitees rights under this Agreement.

Independent Counsel from Form of Indemnification Agreement

This Indemnification Agreement (Agreement) is made as of [], 2017 by and between AB Acquisition LLC, a Delaware limited liability company (the Company), and [] (Indemnitee).

Independent Counsel. shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, its Subsidiaries or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, 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 Company, its Subsidaries or Indemnitee in an action to determine Indemnitees rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Independent Counsel from Indemnity Agreement

THIS INDEMNITY AGREEMENT (this "Agreement") dated as of May __, 2017 is made by and between CALEMINDER INC., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").

Independent Counsel. For purposes of this Agreement, the term "independent counsel" means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or 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 "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 Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.