(h) independent legal assistance means a law firm, partner or member of a law firm that has experience in company law and that has not been mandated, either now or in the last five years, to represent the company, a company or a funder in a matter that is essential to such a party (with the exception of an independent business advisor; concerning the indemnitee under this Agreement, or other beneficiaries under similar indemnification agreements) or (ii) any other party to the proceeding that creates a right to compensation under this Agreement. Not regardless of the foregoing, Independent Counsel does not include any person who, in accordance with applicable standards of professional conduct, would have a conflict of interest in representing the company or indemnifying it in any claim to determine indemnification rights under this Agreement. (iv) liquidation. approval by the shareholders of the corporation of a complete liquidation or dissolution of the corporation or of an agreement to sell, lease or assign all the assets of the corporation or, in essence, all the assets of the corporation; and 23rd successor. This Agreement binds the Company and its successors and the beneficiaries of the assignment, including all direct or indirect successors, by purchase, merger, consolidation or otherwise all or the bulk of the Business or assets of the Business and benefits the heirs, executors and administrators of the right of indemnification and the beneficiaries of the indemnity. In addition, the Company expressly requires any successor (whether directly or indirectly through purchase, merger, consolidation or otherwise) of all the operations or assets of the Enterprise, or substantially all of the Operations or Assets of the Enterprise, to accept and require, by written agreement, to comply with such agreement to the fullest extent permitted by law. . . .