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 IHM or Indemnitee in an action to determine Indemnitees rights under this Agreement.
(k) Losses means, in connection with investigating, defending, being a witness in, participating in or otherwise being involuntarily involved in (including on appeal), or preparing to investigate, defend, be a witness, participate or otherwise be involuntarily involved in, any Proceeding, any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, and any interest, assessments and all other related charges.
(l) Proceeding includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (whether formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought by or in the right of IHM or otherwise and whether civil, criminal, administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitees Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitees part while acting as director or officer of any iHeart Entity (in each case whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Loss is incurred for which indemnification or advancement of Expenses can be provided under this Agreement).
(m) Standard of Conduct Determination has the meaning set forth in Section 9(c).
(n) to the fullest extent permitted by law means to the fullest extent permitted by applicable law in effect on the date hereof, and to such greater extent as applicable law may hereafter from time to time permit.
(o) Voting Stock means the shares of all classes of the then-outstanding capital stock of IHM entitled to vote generally in the election of directors.
15. Construction. Whenever required by the context, as used in this Agreement all references to including shall be non-limiting, the singular number shall include the plural, the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter genders.
16. Reliance; Integration.
(a) IHM expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer of IHM, and IHM acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as an officer of IHM.
(b) This Agreement constitutes the entire agreement between IHM and Indemnitee with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between IHM and Indemnitee with respect to the