Common use of Good Faith Defined Clause in Contracts

Good Faith Defined. For purposes of any determination under 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 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 upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Members, employees or committees of the Company or by any other Person as to matters the Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. The provisions of this Section 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 standards of conduct set forth in the provisions of the Delaware Act, or in Section 8.2 or Section 8.3, as the case may be.

Good Faith Defined. For purposes of any determination under this Article VIIIVII, a Person 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 upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the other Members, officers, employees or committees of the Company or by any other Person person as to matters the Person person seeking indemnification reasonably believes are within such other Person’s person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. The provisions of this Section 8.4 7.8 shall not be deemed to be exclusive or to limit in any way the circumstances in which a Person person may be deemed to have met the applicable standards of conduct set forth in the provisions of the Delaware ActLaw, or in Section 8.2 7.5 or Section 8.37.6, as the case may be.

Good Faith Defined. For purposes of any determination under 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 Company, 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 upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Members, Managers, officers, employees or committees of the Company or by any other Person as to matters the Person reasonably believes are within such other Person’s 's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. The provisions of this Section 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 standards of conduct set forth in the provisions of the Delaware Act, or in Section 8.2 or Section 8.3, as the case may be.

Good Faith Defined. For purposes of any determination under this Article VIII, a Person 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 upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the other Directors, Members, officers, employees or committees of the Company or by any other Person person as to matters the Person person seeking indemnification reasonably believes are within such other Person’s person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. The provisions of this Section 8.4 8.5 shall not be deemed to be exclusive or to limit in any way the circumstances in which a Person person may be deemed to have met the applicable standards of conduct set forth in the provisions of the Delaware ActLaw, or in Section 8.2 or Section 8.3, as the case may be.