Common use of Good Faith Defined Clause in Contracts

Good Faith Defined. For purposes of any determination under Section 3.12(c), a Covered Person shall be deemed to have acted in good faith and in a manner such Covered 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 Covered Person’s conduct was unlawful if such Covered Person’s action was based on the records or books of account of the Company or another enterprise, or on information supplied to such Covered Person by an Officer or an officer of 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 provisions of this Section 3.12(d) shall not be deemed to be exclusive or to limit in any way the circumstances in which a Covered Person may be deemed to have met the applicable standard of conduct set forth in Section 3.12(a) or Section 3.12(b), as the case may be.

Good Faith Defined. For purposes of any determination under Section 3.12(c3.14(c), a Covered Person shall be deemed to have acted in good faith and in a manner such Covered 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 Covered Person’s conduct was unlawful if such Covered Person’s action was based on the records or books of account of the Company or another enterprise, or on information supplied to such Covered Person by an Officer or an officer of 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 provisions of this Section 3.12(d3.14(d) shall not be deemed to be exclusive or to limit in any way the circumstances in which a Covered Person may be deemed to have met the applicable standard of conduct set forth in Section 3.12(a3.14(a) or Section 3.12(b3.14(b), as the case may be.

Good Faith Defined. For purposes of any determination under Section 3.12(c)2(c) of this Article VIII, a Covered Person person shall be deemed to have acted in good faith and in a manner such Covered Person 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 Covered Personperson’s conduct was unlawful unlawful, if such Covered Personperson’s action was is based on the records or books of account of the Company Corporation or another enterprise, or on information supplied to such Covered Person person by an Officer the officers of the Corporation or an officer of 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 provisions of this Section 3.12(d2(d) of this Article VIII shall not be deemed to be exclusive or to limit in any way the circumstances in which a Covered Person person may be deemed to have met the applicable standard of conduct set forth in Section 3.12(a2(a) of this Article VIII or Section 3.12(b)2(b) of this Article VIII, as the case may be.