(g) expenses includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys fees, related disbursements, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, prosecution, defense, preparation to prosecute or defend or appeal (including the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent) of a proceeding, being or preparing to be a witness in, or otherwise participating in, a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, the Companys Certificate of Incorporation, Bylaws, the DGCL or otherwise.
(h) Independent Counsel means 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 Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee 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.
(i) Liabilities means any losses or liabilities, including any judgments, fines, excise taxes and penalties, penalties and amounts paid in settlement, arising out of or in connection with any proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, excise taxes and penalties, penalties or amounts paid in settlement).
(j) proceeding means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.
(k) subsidiary means any corporation or other business entity of which more than 50% of the outstanding voting securities or other ownership interests having ordinary voting power to elect a majority of the board of directors (or similar governing bodies) is owned, directly or indirectly, by the Company, by the Company and one or more of its subsidiaries or by one or more of the Companys subsidiaries.