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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(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 3 contracts
Samples: Indemnification Agreement (Netlogic Microsystems Inc), Indemnification Agreement (Netlogic Microsystems Inc), Indemnification Agreement (Netlogic Microsystems 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 CompanyEnterprise, including financial statements, or on information supplied to Indemnitee by the officers Officers of the Company Enterprise in the course of their duties, or on the advice of legal counsel for the Company Enterprise or on information or records given or reports made to the Company Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the CompanyEnterprise. The provisions of this Section 5(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 2 contracts
Samples: Indemnification Agreement (Natural Health Trends Corp), Indemnification Agreement (Intellect Neurosciences, 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 CompanyEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company Enterprise in the course of their duties, or on the advice of legal counsel for the Company Enterprise or on information or records given or reports made to the Company Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the CompanyEnterprise. The provisions of this Section 5(d12(4) 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 (Intersil Corp/De), Employment Agreement (Intersil Corp/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 CompanyEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company Enterprise in the course of their duties, or on the advice of legal counsel for the Company Enterprise or on information or records given or reports made to the Company Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the CompanyEnterprise. The provisions of this Section 5(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 2 contracts
Samples: Indemnification Agreement (Comdata Network, Inc. Of California), Indemnification Agreement (Hologic 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 actions are based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(d5(c) 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 (United Online Inc), Indemnification Agreement (Classmates Media 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 CompanyEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company Enterprise in the course of their duties, or on the advice of legal counsel for the Company Enterprise or on information or records given or reports made to the Company Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the CompanyEnterprise. The provisions of this Section 5(d) 7.03 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 (Transwitch Corp /De), Indemnification Agreement (Transwitch Corp /De)
Reliance as Safe Harbor. For To the extent permitted under applicable law, 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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified registered public accountant accounting firm or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(d) 5.3 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
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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(d) 5.3 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
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 CompanyEnterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Company Enterprise in the course of their duties, or on the advice of legal counsel for the Company Enterprise or on information or records given or reports made to the Company Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the CompanyEnterprise. The provisions of this Section 5(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
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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(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: Indemnification Agreement (Photogen Technologies 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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(d) 5.3 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
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 CompanyEnterprise, including financial statements, or on information supplied to Indemnitee by the officers Officers of the Company Enterprise in the course of their duties, or on the advice of legal counsel for the Company Enterprise or on information or records given or reports made to the Company Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the CompanyEnterprise. The provisions of this Section 5(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
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 's actions are based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(d5(c) 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
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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(d9(c) 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
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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Company. The provisions of this Section 5(d4(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 (Kratos Defense & Security Solutions, Inc.)
Reliance as Safe Harbor. For To the extent permitted under applicable law, 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, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records given or reports made to the Company by an independent certified registered public accountant accounting firm or by an appraiser or other expert selected with reasonable care by the Company. The provisions of this Section 5(d) 5.3 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: Indemnification Agreement (Colonial Commercial Corp)