Good Faith Defined. For purposes of any determination under Section 9.3, 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 Corporation, 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 Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 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 Section 9.1 or 9.2, as the case may be.
Appears in 8 contracts
Samples: Merger Agreement (Welsbach Technology Metals Acquisition Corp.), Business Combination Agreement (HH&L Acquisition Co.), Merger Agreement (Broadscale Acquisition Corp.)
Good Faith Defined. For purposes of any determination under Section 9.33 of this Article 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 Corporation, 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 Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 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 Section 9.1 1 or 9.2Section 2 of this Article VIII, as the case may be.
Appears in 5 contracts
Samples: Business Combination Agreement (Zanite Acquisition Corp.), Merger Agreement (Knight Transportation Inc), Merger Agreement (SWIFT TRANSPORTATION Co)
Good Faith Defined. For purposes of any determination under Section 9.33 of this Article 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 Corporation, 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 Corporation or another enterprise, or on information supplied to such person by the officers Officers of the Corporation or officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 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 Section 9.1 1 or 9.2Section 2 of this Article VI, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Us Airways Group Inc), Merger Agreement (Amr Corp)
Good Faith Defined. For purposes of any determination under Section 9.36.3, 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 Corporationcorporation, 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 Corporation corporation or another enterprise, or on information supplied to such person by the officers of the Corporation corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation corporation or another enterprise or on information or records given or reports made to the Corporation corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation corporation or another enterprise. The provisions of this Section 9.4 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 Section 9.1 6.1 or 9.2Section 6.2, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (B. Riley Principal 150 Merger Corp.), Merger Agreement (Digitalglobe, Inc.)
Good Faith Defined. For purposes of any determination under Section 9.33 of this Article 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 Corporationcorporation, 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 Corporation corporation or another enterprise, or on information supplied to such person by the officers of the Corporation corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation corporation or another enterprise or on information or records given or reports made to the Corporation corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation corporation or another enterprise. The provisions of this Section 9.4 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 Section 9.1 1 or 9.2Section 2 of this Article VIII, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Orbitz Worldwide, Inc.), Merger Agreement (Expedia, Inc.)
Good Faith Defined. For purposes of any determination under Section 9.35.03, 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 Corporation, 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 the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 5.04 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 Section 9.1 5.01 or 9.2Section 5.02, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Cinergy Corp), Merger Agreement (Duke Energy Corp)
Good Faith Defined. For purposes of any determination under Section 9.37.03, 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 Corporation, 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 Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 7.04 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 Section 9.1 7.01 or 9.2Section 7.02, as the case may be.
Appears in 1 contract
Samples: Transaction Agreement (Advanced Emissions Solutions, Inc.)
Good Faith Defined. For purposes of any determination under Section 9.35.03, 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 Corporation, 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 Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 5.04 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 Section 9.1 5.01 or 9.2Section 5.02, as the case may be.
Appears in 1 contract
Samples: Merger Agreement (Duke Energy CORP)
Good Faith Defined. For purposes of any determination under Section 9.310.4, 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 CorporationCompany, 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 Corporation Company or another enterprise, or on information supplied to such person by the officers Officers of the Corporation Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation Company or another enterprise or on information or records given or reports made to the Corporation Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation Company or another enterprise. The provisions of this Section 9.4 10.5 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 Section 9.1 10.2 or 9.2Section 10.3, as the case may be.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Duke Energy Indiana, LLC)
Good Faith Defined. For purposes of any determination under Section 9.38.3, 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 Corporation, 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 Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an accountant, financial adviser, appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 9.4 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 Section 9.1 8.1 or 9.2Section 8.2, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (FinTech Acquisition Corp. IV)