Common use of Good Faith Defined Clause in Contracts

Good Faith Defined. For purposes of any determination under Section 5.19(c), an Indemnified Person shall be deemed to have acted in good faith and in a manner such Indemnified 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 Indemnified Person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such Indemnified Person by the officers of the Company or 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 5.19(d) shall not be deemed to be exclusive or to limit in any way the circumstances in which an Indemnified Person may be deemed to have met the applicable standard of conduct set forth in subsections (a) or (b) of this Section 5.19, as the case may be.

Good Faith Defined. For purposes of any determination under Section 5.19(cSections 4.4(a) or 4.4(b), an Indemnified Person a person or entity shall be deemed to have acted in good faith and in a manner such Indemnified Person he, she or it 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, her or its conduct was unlawful, if such Indemnified Person’s his, her or its action is based on the records or books of account of the Company or another enterprise, or on information supplied to such Indemnified Person him, her or it by the officers of the Company or 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 appraise or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in this Section 4.4(d) shall mean any other limited liability company, corporation, partnership, joint venture, trust, or other enterprise of which such person or entity is or was serving at the request of the Company as a manager, director, officer, employee or agent. The provisions of this Section 5.19(d4.4(d) shall not be deemed to be exclusive or to limit in any way the circumstances in which an Indemnified Person a person or entity may be deemed to have met the applicable standard of conduct set forth in subsections (aSections 4.4(a) or (b) of this Section 5.194.4(b), as the case may be.