Common use of Determination of Good Faith Clause in Contracts

Determination of Good Faith. For purposes of determining “good faith” hereunder, the Indemnitee shall be deemed to have acted in good faith if Indemnitee’s conduct was based primarily on (i) the records or books of account of the Company or the applicable Entity, including financial statements, (ii) information supplied to Indemnitee by or at the direction of other members of the management of the Company or the applicable Entity in the course of their duties, (iii) the advice of legal counsel for the Company or the applicable Entity, or (iv) information or records given or reports made to the Company or the applicable Entity by an independent certified public accountant, by an appraiser or other expert selected with reasonable care by the Company or the applicable Entity. The provisions of this clause shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have acted in good faith.

Determination of Good Faith. For purposes of determining “"good faith” " hereunder, the Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's conduct was based primarily on (i) the records or books of account of the Company or the applicable relevant Entity, including financial statements, (ii) information supplied to Indemnitee by or at the direction of other members of the management officers of the Company or the applicable relevant Entity in the course of their duties, (iii) the advice of legal counsel for the Company or the applicable relevant Entity, or (iv) information or records given or reports made to the Company or the applicable relevant Entity by an independent certified public accountant, by an appraiser or other expert selected with reasonable care by the Company or the applicable relevant Entity. The provisions of this clause shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have acted in good faith.

Determination of Good Faith. For purposes of determining “"good faith” " hereunder, the Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's conduct was based primarily on (i) the records or books of account of the Company or the applicable Entity, including financial statements, (ii) information supplied to Indemnitee by or at the direction of other members of the management of the Company or the applicable Entity in the course of their duties, (iii) the advice of legal counsel for the Company or the applicable Entity, or (iv) information or records given or reports made to the Company or the applicable Entity by an independent certified public accountant, by an appraiser or other expert selected with reasonable care by the Company or the applicable Entity. The provisions of this clause shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have acted in good faith.

Determination of Good Faith. For purposes of determining “"good faith” " hereunder, the Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's conduct was based primarily on (i) the records or books of account of the Company or the applicable Entity, including financial statements, (ii) information supplied to Indemnitee by or at the direction of other members of the management of the Company or the applicable Entity in the course of their duties, (iii) the advice of legal counsel for the Company or the applicable Entity, or (iv) information or records given or reports made to the Company or the applicable Entity by an independent certified public accountant, by an appraiser or other expert selected with reasonable care by the Company or the applicable Entity. The provisions of this clause shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have acted in good faith.