Common use of Reliance as a Safe Harbor Clause in Contracts

Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other entity, not opposed to, the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful, if Indemnitee’s actions or omissions to act are taken in good faith reliance upon information, advice, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by (i) one or more officers or employees of the Company or any entity of which the Company owns 50% or more of such entity’s voting securities, whom Indemnitee believes to be reliable and competent in the matters presented; (ii) counsel, public accountants or other persons as to matters which Indemnitee believes to be within such Person’s professional or expert competence; or (iii) a committee of the Board upon which Indemnitee does not serve, duly designated in accordance with a provision of the Constituent Documents as to matters within its designated authority, which committee Indemnitee believes to merit confidence. Notwithstanding the foregoing, Indemnitee shall not be considered to be acting in good faith if Indemnitee has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other entity, not opposed to, the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful, if Indemnitee’s actions or omissions to act are taken in good faith reliance upon information, advice, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by by: (i) one or more officers or employees of the Company or any entity of which the Company owns 50% or more of such entity’s voting securities, whom Indemnitee believes to be reliable and competent in the matters presented; (ii) counsel, public accountants or other persons as to matters which Indemnitee believes to be within such Person’s professional or expert competence; or (iii) a committee of the Board upon which Indemnitee does not serve, duly designated in accordance with a provision of the Constituent Documents as to matters within its designated authority, which committee Indemnitee believes to merit confidence. Notwithstanding the foregoing, Indemnitee shall not be considered to be acting in good faith if Indemnitee has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed presumed to have acted in good faith, for on an informed basis and with a purpose which he reasonably believed view to be in, or, in the case of service for any other entity, not opposed to, the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful, if Indemnitee’s 's actions or omissions to act are taken in good faith reliance upon information, advice, opinions, reports reports, books of account or statements statements, including financial statements and other financial data, in each case that are prepared or presented by by: (iA) one or more directors, officers or employees of the Company or any entity of which the Company owns 50% or more of such entity’s voting securities, whom Indemnitee believes reasonably believed to be reliable and competent in the matters prepared or presented; , (iiB) counsel, public accountants accountants, financial advisers, valuation advisers, investment bankers or other persons as to matters which Indemnitee believes reasonably believed to be within such Person’s the preparer's or presenter's professional or expert competence; , or (iiiC) a committee of on which the Board upon which Indemnitee director or officer relying thereon does not serve, duly designated established in accordance with a provision of the Constituent Documents Nevada law, as to matters within its the committee's designated authority, authority and matters on which the committee Indemnitee believes is reasonably believed to merit confidence. Notwithstanding the foregoing; provided, however, that Indemnitee shall is not be considered entitled to be acting in good faith rely on such information, opinions, reports, books of account or statements if Indemnitee he or she has knowledge concerning the matter in question that would cause such reliance thereon to be unwarranted. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.