Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 6 contracts
Samples: Restated by Laws (Riverwood Holding Inc), Restated by Laws (Riverwood Holding Inc), Stock Purchase Agreement and Agreement and Plan of Merger (NCP SBG Lp)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's ’s officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's ’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 6 contracts
Samples: Contribution and Distribution Agreement (Veritiv Corp), Contribution and Distribution Agreement (Xpedx Holding Co), Contribution and Distribution Agreement (Xpedx Holding Co)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors Board, shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation Company and upon information, opinions, reports or statements presented to the Corporation Company by any of the CorporationCompany's officers Officers or employees, or Committees designated by the Board of DirectorsBoard, or by any other person as to the matters the member reasonably believes are within such other personPerson's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e)Company.]
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Global Decisions Group LLC), Limited Liability Company Agreement (Global Decisions Group LLC), Limited Liability Company Agreement (Global Decisions Group LLC)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee committee designated by the Board of Directors shallDirectors, in the performance of his or her duties, shall be fully protected in relying in good faith upon on the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's its officers or employees, or Committees designated by committees of the Board of Directors, Directors or by any other person as to the matters the Director or member reasonably believes are within such other person's ’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)
Reliance on Accounts and Reports, etc. A Directordirector, as such or as a member of any Committee committee designated by the Board of Directors shallBoard, shall in the performance of his duties, or her duties be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's ’s officers or employees, or Committees committees designated by the Board of DirectorsBoard, or by any other person as to the matters the member reasonably believes are within such other person's ’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 2 contracts
Samples: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee committee designated by the Board of Directors shallDirectors, in the performance of his or her duties, shall be fully protected in relying in good faith upon on the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's its officers or employees, or Committees designated by committees of the Board of Directors, Directors or by any other person as to the matters the Director or member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 2 contracts
Samples: Merger Agreement (Covance Inc), Merger Agreement (Parexel International Corp)
Reliance on Accounts and Reports, etc. A Directormember of the Board of Directors, or a member of any Committee designated by the Board of Directors Directors, shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation Company and upon such information, opinions, reports or statements presented to the Corporation Company by any of the Corporation's Company’s officers or employees, or Committees designated by of the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's ’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e)Company, including without limitation independent certified public accountants and appraisers.]
Appears in 2 contracts
Samples: Operating Agreement (Cal Maine Foods Inc), Agreement to Form a Limited Liability Company (Cal Maine Foods Inc)
Reliance on Accounts and Reports, etc. A Directordirector, as such or as a member of any Committee committee designated by the Board of Directors shallBoard, shall in the performance of his duties, or her duties be fully protected in relying in good faith upon the records of the Corporation corporation and upon information, opinions, reports or statements presented to the Corporation corporation by any of the Corporation's corporation’s officers or employees, or Committees committees designated by the Board of DirectorsBoard, or by any other person as to the matters the member reasonably believes are within such other person's ’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e)corporation.]
Appears in 2 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
Reliance on Accounts and Reports, etc. A Directormember of the Board of Directors, or a member of any Committee designated by the Board of Directors Directors, shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements state ments presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by of the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e), including without limitation independent certified public accountants and appraisers.]
Appears in 1 contract
Samples: Bylaws (Nextel Partners Inc)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his such member's duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 1 contract
Samples: By Laws (Dynatech Corp)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or by Committees designated by the Board of Directors, Directors or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 1 contract
Samples: By Laws (Mony Group Inc)
Reliance on Accounts and Reports, etc. A Directormember of the Board of Directors, or a member of any Committee designated by the Board of Directors Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by of the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e), including without limitation independent certified public accountants and appraisers.]
Appears in 1 contract
Samples: Bylaws (Nextel Partners Inc)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 1 contract
Reliance on Accounts and Reports, etc. A Director, or ------------------------------------- a member of any Committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by of the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation's officers or employees, or Committees designated by of the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. [Section 141(e).]
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)