Common use of Good Faith Defined Clause in Contracts

Good Faith Defined. For purposes of any determination under 14.3 of item 14, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the LLC, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the LLC or another enterprise, or on information, opinions, reports or statements supplied to him by the officers or employees of the LLC or another enterprise in the course of their duties, or by the Members of the LLC, or on the advice of legal counsel for the LLC or another enterprise or on information or records given or reports or statements made to the LLC or another enterprise by an independent certified public accountant, by an appraiser or by another person selected with reasonable care by or on behalf of the LLC or another enterprise as to matters such person reasonably believes are within such certified public accountant's, appraiser's, or other person's professional or expert competence. The term "another enterprise" as used in this 14.4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the LLC as a manager, director, officer, employee or agent. The provisions of 14.4 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 14.1 or 14.2 of item 14, as the case may be.

Good Faith Defined. For purposes of any determination under 14.3 of item 14, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the LLCCompany, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the LLC Company or another enterprise, or on information, opinions, reports or statements supplied to him by the officers or employees of the LLC Company or another enterprise in the course of their duties, or by the Members of the LLCCompany, or on the advice of legal counsel for the LLC Company or another enterprise or on information or records given or reports or statements made to the LLC Company or another enterprise by an independent certified public accountant, by an appraiser or by another person selected with reasonable care by or on behalf of the LLC Company or another enterprise as to matters such person reasonably believes are within such certified public accountant's’s, appraiser's’s, or other person's ’s professional or expert competence. The term "“another enterprise" ” as used in this 14.4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the LLC Company as a manager, director, officer, employee or agent. The provisions of 14.4 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 14.1 or 14.2 of item 14, as the case may be.

Good Faith Defined. For purposes of any determination under 14.3 of item 14, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the LLCCompany, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the LLC Company or another enterprise, or on information, opinions, reports or statements supplied to him by the officers or employees of the LLC Company or another enterprise in the course of their duties, or by the Members of the LLCCompany, or on the advice of legal counsel for the LLC Company or another enterprise or on information or records given or reports or statements made to the LLC Company or another enterprise by an independent certified public accountant, by an appraiser or by another person selected with reasonable care by or on behalf of the LLC Company or another enterprise as to matters such person reasonably believes are within such certified public accountant's, appraiser's, or other person's professional or expert competence. The term "another enterprise" as used in this 14.4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the LLC Company as a manager, director, officer, employee or agent. The provisions of 14.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed -7- to have met the applicable standard of conduct set forth in 14.1 or 14.2 of item 14, as the case may be.

Good Faith Defined. For purposes of any determination under 14.3 of item 14, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the LLCCompany, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the LLC Company or another enterprise, or on information, opinions, reports or statements supplied to him by the officers or employees of the LLC Company or another enterprise in the course of their duties, or by the Members of the LLCCompany, or on the advice of legal counsel for the LLC Company or another enterprise or on information or records given or reports or statements made to the LLC Company or another enterprise by an independent certified public accountant, by an appraiser or by another person selected with reasonable care by or on behalf of the LLC Company or another enterprise as to matters such person reasonably believes are within such certified public accountant's, appraiser's, or other person's professional or expert competence. The term "another enterprise" as used in this 14.4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the LLC Company as a manager, director, officer, employee or agent. The provisions of 14.4 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 14.1 or 14.2 of item 14, as the case may be.