action, suit or proceeding or in connection with seeking indemnification under this Agreement. Expenses also shall include Expenses incurred in connection with any appeal resulting from any action, suit or proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.
(g) Independent Counsel shall mean a law firm, or a member of a law firm, that is experienced in matters of relevant 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 (other than with respect to matters concerning Indemnitee under this Agreement or other indemnitees under similar indemnification agreements) or (ii) any other party to the action, suit 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 Indemnitee in an action to determine Indemnitees rights under this Agreement.
(h) Losses shall mean all Expenses; losses; claims; liabilities; judgments; damages; amounts paid in settlement; interest; assessments; any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt by Indemnitee of any payments under this Agreement; and any other fees, charges and liabilities, including, any liabilities incurred with respect to the operation, administration or maintenance of an employee benefit plan or any related trust or other funding mechanism (including excise taxes and penalties assessed with respect thereto and restitutions to such a plan, trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism).
(i) References to other enterprise shall include employee benefit plans and related trusts or other funding mechanisms; references to fines shall include any excise tax assessed with respect to any employee benefit plan or any related trust or other funding mechanism; references to serving at the request of the Company shall include any service as a director, officer, employee, trustee, fiduciary or agent of the Company which imposes or causes duties or obligations to be imposed on, is deemed to impose duties or obligations on, or involves services by, such director, officer, employee, trustee, fiduciary or agent, including, with respect to an employee benefit plan or any related trust or other funding mechanism, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan or any related trust or other funding mechanism shall be deemed to have acted in a manner not opposed to the best interests of the Company as referred to under applicable law.
(j) Person shall mean an individual, entity, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization, and a governmental entity or any department agency or political subdivision thereof.
(k) Proceeding shall mean: (i) any threatened, pending or completed proceeding, action, suit, arbitration or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other and whether formal or informal, and whether made pursuant to federal, state or other law; and (ii) any inquiry, hearing or investigation that Indemnitee reasonably determines might lead to the institution of any such proceeding, action, suit, arbitration or alternative dispute resolution mechanism.