Common use of Determination of Good Faith Clause in Contracts

Determination of Good Faith. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on (a) the records or books of account of the Company or its subsidiaries, including financial statements, (b) information, opinions or reports supplied to Indemnitee by any officer or employee of the Company or its subsidiaries, in the course of his or her duties, or by committees of the Board, (c) the advice of legal counsel for the Company or any of its subsidiaries, the Board of Directors, or any committee thereof or (d) on information or records given or reports made to the Company or any of its subsidiaries, the Board of Directors or any committee thereof by an independent certified public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care by the Company or any of its subsidiaries, Board of Directors of the Enterprise or any committee thereof. The provisions of this Section 10 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct. Whether or not the foregoing provisions of this Section 10 are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Determination of Good Faith. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on (a) on the records or books of account of the Company or its subsidiariesaccount, including financial statements, of the Company or such other enterprise for which Indemnitee has served at the Company’s request (collectively referred to in this Section as the “Company’), or (b) information, opinions or reports on information supplied to Indemnitee by any officer or employee the officers of the Company or its subsidiaries, in the course of his or her their duties, or by committees of the Board, (c) on the advice of legal counsel for the Company or any of its subsidiaries, the Board of Directors, Directors or any committee thereof thereof, or (d) on information or records given or reports made to the Company or any of its subsidiaries, the Board of Directors or any committee thereof by an independent certified public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care by the Company or any of its subsidiaries, Board of Directors of the Enterprise or any committee thereof. The provisions of this Section 10 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. Whether or not the foregoing provisions of this Section 10 are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Determination of Good Faith. For purposes of any determination of whether Indemnitee acted in “good faith, ,” Indemnitee shall be deemed to have acted in good faith if Indemnitee’s in taking or failing to take the action is based in question Indemnitee relied on (a) the records or books of account of the Company or its subsidiariesa Subsidiary or Affiliate of the Company, including financial statements, (b) or on information, opinions opinions, reports or reports supplied statements provided to Indemnitee by any officer the officers or employee other employees of the Company or its subsidiaries, a Subsidiary or Affiliate of the Company in the course of his or her their duties, or by committees of the Board, (c) on the advice of legal counsel for the Company or any a Subsidiary or Affiliate of its subsidiaries, the Board of DirectorsCompany, or any committee thereof or (d) on information or records given or reports made to the Company or any a Subsidiary or Affiliate of its subsidiaries, the Board of Directors or any committee thereof Company by an independent certified public accountant or by an appraiser, investment banker, compensation consultant, appraiser or other expert selected by the Company or a Subsidiary or Affiliate of the Company, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by the Company or any of its subsidiaries, Board of Directors on behalf of the Enterprise or any committee thereofCompany. The provisions of this Section 10 9(i) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conductconduct set forth in this Agreement. Whether In addition, the knowledge and/or actions, or not failures to act, of any other person serving the foregoing provisions of this Section 10 are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in Company or a manner Indemnitee reasonably believed to be in Subsidiary or not opposed to the best interests Affiliate of the Company. Anyone seeking Company as an Indemnifiable Person shall not be imputed to overcome this presumption shall have Indemnitee for purposes of determining the burden of proof and the burden of persuasion by clear and convincing evidenceright to indemnification hereunder.

Determination of Good Faith. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s action is based on (a) the records or books of account of the Company or its subsidiaries, including financial statements, (b) information, opinions or reports supplied to Indemnitee by any officer or employee of the Company or its subsidiaries, in the course of his or her duties, or by committees of the Board, (c) the advice of legal counsel for the Company or any of its subsidiaries, the Board of Directors, or any committee thereof or (d) on information or records given or reports made to the Company or any of its subsidiaries, the Board of Directors or any committee thereof by an independent certified public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care by the Company or any of its subsidiaries, the Board of Directors of the Enterprise Company or any committee thereof. The provisions of this Section 10 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct. Whether or not the foregoing provisions of this Section 10 are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.