Common use of Good Faith Defined Clause in Contracts

Good Faith Defined. For purposes of any determination under Section 7.3, 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 was based on good faith reliance 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 term “another enterprise” as used in this Section 7.4 shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 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 the DGCL.

Good Faith Defined. For purposes of any determination under Section 7.35.7(a), 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, 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 was is based on good faith reliance on the records or books of account of the Corporation Company or another enterprise, or on information supplied to such person by the officers Managers or 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 term “another enterprise” as used in this Section 7.4 5.7(b) shall mean any other corporation or any partnershipcorporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation Company as a director, officer, manager, employee or agent. The provisions of this Section 7.4 5.7(b) 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 the DGCLSection 5.7(a).

Good Faith Defined. For purposes of any determination under Section 7.38.3, 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 was is based on good faith reliance 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 term “another enterprise” as used in this Section 7.4 8.4 shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which such person was or is or was serving at the request of the Corporation as a director, officer, employee employee, partner, member or agent. The provisions of this Section 7.4 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 8.1 or Section 8.2, as the DGCLcase may be.

Good Faith Defined. For purposes of any determination under Section 7.38.3, 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 CorporationCompany, 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 was is based on good faith reliance on the records or books of account of the Corporation Company or another enterprise, or on information supplied to such person him by the officers or Managers of the Corporation Company or the officers, managers or directors of 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 term “another enterprise” as used in this Section 7.4 8.4 shall mean any other corporation or any partnership, limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person Person is or was serving at the request of the Corporation Company as a member, manager, director, officer, employee or agent. The provisions of this Section 7.4 8.4 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 standard of conduct set forth in Section 8.1 or Section 8.2, as the DGCLcase may be.

Good Faith Defined. For purposes of any determination ------------------ under Section 7.33 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 's conduct was unlawful, if such person’s 's action was is based on good faith reliance 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 term “"another enterprise” " as used in this Section 7.4 4 shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 7.4 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 1 or 2 of this Article VIII, as the DGCLcase may be.