Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 6 contracts
Samples: Indemnification Agreement (Dominos Pizza Inc), Indemnification Agreement (Concert Pharmaceuticals, Inc.), Indemnification Agreement (Salient Surgical Technologies, Inc.)
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
Appears in 5 contracts
Samples: Indemnification Agreement (Yulong Eco-Materials LTD), Indemnification Agreement (Us Concrete Inc), Indemnification Agreement (Us Concrete Inc)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Indemnitee shall be deemed to have acted in good faith Good Faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 4 contracts
Samples: Indemnification Agreement (Entegris Inc), Indemnification Agreement (Mykrolis Corp), Indemnification Agreement (Entegris Inc)
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers officers, directors, managers, employees, agents or representatives of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 4 contracts
Samples: Indemnification Agreement (ProPetro Holding Corp.), Indemnification Agreement (ProPetro Holding Corp.), Form of Indemnification Agreement (ProPetro Holding Corp.)
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed presumed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 3 contracts
Samples: Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Agreement (pSivida Corp.), Indemnification Agreement (pSivida Corp.)
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.. (e)
Appears in 3 contracts
Samples: Indemnification Agreement (Us Concrete Inc), Indemnification Agreement (Us Concrete Inc), Indemnification Agreement for Ronnie (Us Concrete Inc)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Indemnitee shall be deemed to have acted in good faith Good Faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in to reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 3 contracts
Samples: 1 Agreement (Grand Union Co /De/), Indemnification Agreement (Grand Union Co /De/), Indemnification Agreement (Grand Union Co /De/)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Indemnitee shall be deemed to have acted in good faith Good Faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d) 7.03 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 3 contracts
Samples: Indemnification Agreement (Colgate Palmolive Co), Indemnification Agreement (Colgate Palmolive Co), Form of Indemnification Agreement (Colgate Palmolive Co)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Indemnitee shall be deemed to have acted in good faith Good Faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 3 contracts
Samples: Indemnification Agreement (Mykrolis Corp), Indemnification Agreement (Manufacturers Services LTD), Indemnfication Agreement (Charles River Laboratories International Inc)
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
Appears in 3 contracts
Samples: Indemnification Agreement (Us Concrete Inc), Indemnification Agreement (Copano Energy, L.L.C.), Indemnification Agreement (Us Concrete Inc)
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action or failure to act is based on the records or books of account of the Company or relevant enterpriseapplicable Enterprise relating to the Indemnitee’s Corporate Status, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise such Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise such Enterprise or on information or records given in or reports made to the Company or relevant enterprise such Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprisesuch Enterprise. The provisions of this Section 9(d13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
Appears in 3 contracts
Samples: Form of Indemnification Agreement (Carbylan Therapeutics, Inc.), Form of Indemnification Agreement (Carbylan Therapeutics, Inc.), Form of Indemnification Agreement (Acceleron Pharma Inc)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice advise of legal counsel for the Company or relevant enterprise or on information or records given in or reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 2 contracts
Samples: Indemnification Agreement (Avatex Corp), Indemnification Agreement (Avatex Corp)
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 2 contracts
Samples: Indemnification Agreement (Sirtris Pharmaceuticals, Inc.), Form of Indemnification Agreement (Combinatorx, Inc)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Indemnitee shall be deemed to have acted in good faith Good Faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in or reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 2 contracts
Samples: Consulting Agreement (Varlen Corp), Agreement (California Jockey Club)
Reliance as Safe Harbor. For purposes of any determination of ----------------------- good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
Appears in 1 contract
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers officers, directors, managers, employees, agents or representatives of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.. (e)
Appears in 1 contract
Reliance as Safe Harbor. For purposes of any determination of “good faith, ,” Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 1 contract
Samples: Agreement (FiberTower CORP)
Reliance as Safe Harbor. For purposes of any determination of Indemnitee’s good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is was based on the records record or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth acted in this Agreementgood faith.
Appears in 1 contract
Reliance as Safe Harbor. For purposes of any determination of ----------------------- good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise or on information or records given in reports made to the Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
Appears in 1 contract
Samples: Control Delivery Systems Inc/Ma
Reliance as Safe Harbor. For purposes of any determination of good ----------------------- faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s 's action is based on the records or books of account of the Company or relevant enterpriseEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company or relevant enterprise Enterprise in the course of their duties, or on the advice of legal counsel for the Company or relevant enterprise Enterprise or on information or records given in or reports made to the Company or relevant enterprise Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or relevant enterpriseEnterprise. The provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
Appears in 1 contract
