(d) Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.
(e) Expenses means any of the following: reasonable attorneys fees; retainers; disbursements of counsel; court costs; filing fees; transcript costs; fees and expenses of experts; fees and expenses of witnesses; fees and expenses of accountants and other consultants (excluding public relations consultants unless approved in advance by the Company); travel expenses; duplicating and imaging costs; printing and binding costs; telephone charges; facsimile transmission charges; computer legal research costs; postage; delivery service fees; fees and expenses of third-party vendors; and the premium, security for, and other costs associated with any bond (including supersedeas or appeal bonds, injunction bonds, cost bonds, appraisal bonds or their equivalents), in each case incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in a Proceeding (including any judicial or arbitration Proceeding brought to enforce the Indemnitees rights under, or to recover damages for breach of, this Agreement), as well as all other expenses within the meaning of that term as used in Section 145 of the DGCL and all other disbursements or expenses of types customarily and reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in actions, suits or proceedings similar to or of the same type as the Proceeding with respect to which such disbursements or expenses were incurred; provided, however, that Expenses shall not include amounts of judgments, penalties or fines actually levied against, or amounts paid in settlement by, the Indemnitee in connection with any Proceeding.
(f) Independent Counsel means a law firm, or a person admitted to practice law in any State of the United States, that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party (other than with respect to serving as Independent Counsel (or similar independent legal counsel position) as to matters concerning the rights of the Indemnitee under this Agreement, the rights of other indemnitees under similar indemnification agreements or the rights of the Indemnitee or other indemnitees to indemnification under the Companys Certificate of Incorporation or Bylaws) 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 law firm or 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 rights under this Agreement. For the avoidance of doubt, Independent Counsel also shall not include any law firm or person who represented or advised any entity or person in connection with a Change in Control of the Company.
(g) Losses means all Expenses, judgments, penalties, fines, liabilities and amounts paid in settlement in connection with a Proceeding.
(h) Proceeding means any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation (including any internal investigation), inquiry, administrative hearing or other proceeding, whether brought by or in the right of the Company or otherwise, and whether civil, criminal, administrative or investigative.
(i) Termination Date means the date on which the Indemnitee is no longer a director or officer of the Company; provided, however, that if (i) the Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of Another Enterprise after the date on which the Indemnitee