Reliance as Safe Harbor. For purposes of any determination of good faith, Xxxxxxxxxx shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, partners, general partners, managers or managing members of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(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 15 contracts
Samples: Indemnification Agreement (Atlas Energy Solutions Inc.), Indemnification Agreement (New Atlas HoldCo Inc.), Indemnification Agreement (Atlas Energy Solutions Inc.)
Reliance as Safe Harbor. For purposes of any determination of good faith, Xxxxxxxxxx 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 Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, directors, officersmanagers, partnersemployees, general partners, managers agents or managing members representatives of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(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.), Indemnification Agreement (ProPetro Holding Corp.)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Xxxxxxxxxx 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 EnterpriseCompany or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, partners, general partners, managers or managing members officers of the Enterprise Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise Company or relevant enterprise or on information or records given or in reports made to the Enterprise Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the EnterpriseCompany or relevant enterprise. The provisions of this Section 11(d9(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 (Mykrolis Corp)
Reliance as Safe Harbor. For purposes of any determination of good faithGood Faith, Xxxxxxxxxx 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 EnterpriseCompany or relevant enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, partners, general partners, managers or managing members officers of the Enterprise Company or relevant enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise Company or relevant enterprise or on information or records given or in reports made to the Enterprise Company or relevant enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the EnterpriseCompany or relevant enterprise. The provisions of this Section 11(d9(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 (Manufacturers Services LTD), Indemnification Agreement (Charles River Laboratories International Inc), Indemnification Agreement (Mykrolis Corp)