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 Enterprise, including financial statements, or on information supplied to Indemnitee by the officers 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 12(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 29 contracts
Samples: Indemnity Agreement (Century Aluminum Co), Indemnity Agreement (Century Aluminum Co), Indemnification Agreement (Hansen Natural Corp)
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 Enterprise, including financial statements, or on information supplied to Indemnitee by the officers Officers 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 12(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 5 contracts
Samples: Director and Founders Agreement (Aerobic Creations, Inc.), Indemnification Agreement (Connected Corp), Indemnification Contract (Consygen 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 Enterprise, including financial statements, or on information supplied to Indemnitee by the officers 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 12(d12(e) 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 (Marketaxess Holdings Inc), Indemnification Agreement (LifeWatch Corp.)
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 EnterpriseCompany, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise Company in the course of their duties, or on the advice of legal counsel for the Enterprise Company or on information or records given or reports made to the Enterprise Company by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the EnterpriseCompany. The provisions of this Section 12(d) 7.3 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: Form of Indemnification Agreement (Photogen 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 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 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 12(d12(e) 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: Indemnification Agreement (Marketaxess Holdings Inc)