Common use of Good Faith Defined Clause in Contracts

Good Faith Defined. For purposes of any determination under Section 18.3 of this Agreement, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term "another enterprise" as used in this Section 18.4 shall mean any other Company or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Company as a Representative, officer, employee or agent. The provision of this Section 18.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 or 18.2 of this Agreement, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 3 of this AgreementArticle VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his or her conduct was unlawful, if such person's action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 1 or 18.2 2 of this AgreementArticle VIII, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 of this Agreement8.1 or 8.2 hereof, a person shall be deemed to have acted in good faith and in a manner such person he or she reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person him or her by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 8.4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 8.1 or 18.2 of this Agreement8.2 hereof, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 of this Agreement6.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's ’s conduct was unlawful, if such person's ’s action is based on good faith reliance on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 6.04 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 6.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 6.01 or 18.2 of this AgreementSection 6.02, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 3 of this AgreementArticle VIII, a person shall be deemed to have acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person him by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 4 of this Article VIII shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 of this Article VIII shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 1 or 18.2 Section 2 of this AgreementArticle VIII, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 6.03 of this AgreementArticle VI, a person shall be deemed to have acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the Companycorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based on the records or books of account of the Company corporation or another enterprise, or on information supplied to such person him by the officers of the Company corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company corporation or another enterprise or on information or records given or reports made to the Company corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company corporation or another enterprise. The term "terms “another enterprise" ” or “other enterprise” as used in this Section 18.4 Article VI shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise enter price of which such person is or was serving at the request of the Company corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 6.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 6.01 or 18.2 6.02 of this AgreementArticle VI, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 of this Agreement7.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's ’s conduct was unlawful, if such person's ’s action is based on good faith reliance on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 7.4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 7.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 7.1 or 18.2 of this Agreement7.2, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 3 of this AgreementArticle IX, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his or her conduct was unlawful, if such person's ’s action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 1 or 18.2 2 of this AgreementArticle IX, as the case may be.

Good Faith Defined. For purposes of any determination --------- ------------------ under Section 18.3 3 of this AgreementArticle VIII, a person shall be deemed to have acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person him by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information informa- tion or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 shall not be deemed to be exclusive or to limit in any way the circumstances circum- stances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 1 or 18.2 2 of this AgreementArticle VIII, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 4 of this AgreementArticle VIII, a person shall be deemed to have acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person him by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 5 shall mean any other Company corporation or any partnership, limited liability company, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, trustee, employee or agentagent or in any other capacity. The provision provisions of this Section 18.4 5 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 1 or 18.2 2 of this AgreementArticle VIII, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 subsection 19.3 of this AgreementSection, a person shall be deemed to have acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person him by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 subsection 19.4 shall mean any other Company limited liability company or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company as a Representativemanager, director, officer, employee or agent. The provision provisions of this Section 18.4 subsection 19.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 subsections 19.1 or 18.2 19.2 of this AgreementSection, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 3 of this AgreementARTICLE VIII, a person shall be deemed to have acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person him by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 shall not be deemed to be exclusive or to limit in any way the circumstances circum stances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 1 or 18.2 2 of this AgreementARTICLE VIII, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 26 of this AgreementArticle IV, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his or her conduct was unlawful, if such person's action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 27 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 27 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 24 or 18.2 25 of this AgreementArticle IV, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 of this Agreement6.3, a person shall be deemed to have acted in good god faith and in a manner such the person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such the person's ’s conduct was unlawful, if such the person's ’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such the person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 6.4 shall mean any other Company limited liability company or any corporation, partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Company as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 6.1 or 18.2 of this Agreement6.2, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 6.3 of this AgreementArticle VI, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Companycorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Company corporation or another enterprise, or on information supplied to such person by the officers of the Company corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company corporation or another enterprise or on information or records given or reports made to the Company corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 6.4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 6.1 or 18.2 6.2 of this AgreementArticle VI, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 3 of this AgreementArticle VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may D-17 107 be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 1 or 18.2 2 of this AgreementArticle VIII, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 of this Agreement13(c), a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his or her conduct was unlawful, if such person's ’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 13(d) shall mean any other Company company or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company as a Representativemanager, officer, employee or agent. The provision provisions of this Section 18.4 13(d) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 13(a) or 18.2 of this AgreementSection 13(b), as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 3 of this AgreementArticle IX, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 Section 1 or 18.2 2 of this AgreementArticle IX, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 3 of this AgreementArticle X, a person shall be deemed to have acted in good faith and in a manner such person he or she reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his or her action is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person him or her by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "“another enterprise" ” as used in this Section 18.4 4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 1 or 18.2 2 of this AgreementArticle X, as the case may be.

Good Faith Defined. For purposes of any determination under Section 18.3 13.3 of this AgreementArticle XIII, a person shall be deemed to have acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's his conduct was unlawful, if such person's his action is based taken in reliance on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such person him by the officers of the Company Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Company Corporation or another enterprise or on information or records given or reports made to the Company corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company Corporation or another enterprise. The term "another enterprise" as used in this Section 18.4 13.4 shall mean any other Company corporation or any partnership, joint venture, trust trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent. The provision provisions of this Section 18.4 13.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 18.1 13.1 or 18.2 13.2 of this AgreementArticle XIII, as the case may be.