Common use of Independent Legal Counsel Clause in Contracts

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company Board and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a no Change in ControlControl has occurred, Independent Legal Counsel shall be selected by the board of directors of the Company Board and approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld or delayed). If there has been a Change in ControlControl has occurred, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (Company, which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagementengagement pursuant to this Agreement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company Indemnifying Parties shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees)Expenses, claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel independent legal counsel shall be selected by the board of directors of the Company Parent and approved by such Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel independent legal counsel shall be selected by such Indemnitee and approved by the Company Parent (which approval shall not be unreasonably withheld or delayed). The Company Indemnifying Parties shall pay the fees and expenses of Independent Legal Counsel such independent legal counsel and indemnify Independent Legal Counsel such independent legal counsel against any and all expenses (including attorneys’ fees)Expenses, claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board Board of directors of the Company Directors and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel independent legal counsel shall be selected by the board of directors of the Company and approved by such Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel independent legal counsel shall be selected by such Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company Indemnifying Parties shall pay the fees and expenses of Independent Legal Counsel independent legal counsel and indemnify Independent Legal Counsel independent legal counsel against any and all expenses (including attorneys’ fees)Expenses, claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the applicable Company Entity and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the applicable Company Entity (which approval shall not be unreasonably withheld or delayed). The applicable Company Entity shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and and, if requested by Independent Legal Counsel, indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company Board and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company Holding (which approval shall not be unreasonably withheld or delayed). The Company Companies shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board Governing Body of directors of the Company SiteOne and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company SiteOne (which approval shall not be unreasonably withheld or delayed). The Company Companies shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the reasonable fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including reasonable attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board Governing Body of directors of the Company Topco and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company Topco (which approval shall not be unreasonably withheld or delayed). The Company Companies shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board Governing Body of directors of the Company Holdco and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company Holdco (which approval shall not be unreasonably withheld or delayed). The Company Companies shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors Governing Body of the Company Corporation and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company Corporation (which approval shall not be unreasonably withheld or delayed). The Company Corporation shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee Manager or lndemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Manager or Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company Indemnifying Parties shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees)Expenses, claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ ' fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company Board and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company US LBM (which approval shall not be unreasonably withheld or delayed). The Company Companies shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board Governing Body of directors of the Company AIG and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company AIG (which approval shall not be unreasonably withheld or delayed). The Company Companies shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel independent legal counsel of the Indemnifying Parties shall be selected by the board of directors of the Company SRC and approved by the relevant Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel independent legal counsel of the Indemnifying Parties shall be selected by the relevant Indemnitee and approved by the Company board of directors of SRC (which approval shall not be unreasonably withheld or delayed). The Company Indemnifying Parties shall pay the fees and expenses of Independent Legal Counsel such independent legal counsel and indemnify Independent Legal Counsel such independent legal counsel against any and all expenses (including attorneys’ fees)Expenses, claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company and approved by Manager or Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Manager or Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company Indemnifying Parties shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees)Expenses, claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the Company Board and approved by Indemnitee (which approval shall not be unreasonably conditioned, withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably conditioned, withheld or delayed). The Company shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall be selected by the board of directors of the applicable Company Entity and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the applicable Company Entity (which approval shall not be unreasonably withheld or delayed). The applicable Company Entity shall pay the fees and expenses of Independent lndependent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.