Common use of Reliance upon Books, Reports and Records Clause in Contracts

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee 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.

Appears in 15 contracts

Samples: Agreement and Plan of Merger (SomaLogic, Inc.), Agreement and Plan of Merger (Greenhill & Co Inc), Agreement and Plan of Merger (Applied Genetic Technologies Corp)

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Reliance upon Books, Reports and Records. Each director, director and each member of any committee designated by the Board of Directors, and each officer of the Corporation Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented made to the Corporation Company by any of its officers or employees, or committees of the Board of Directors so designatedofficers, or by any other person as to matters which such director an independent certified public accountant, or committee member reasonably believes are within such other person’s professional or expert competence and who has been by an appraiser selected with reasonable care by the Board of Directors or on behalf by any such committee, or in relying in good faith upon other records of the CorporationCompany.

Appears in 10 contracts

Samples: Administrative Services Agreement (Egpi Firecreek, Inc.), Plan and Agreement (Human Biosystems Inc), Subscription Agreement (Marshall Holdings International, Inc.)

Reliance upon Books, Reports and Records. Each director, director and each member of any committee designated by the Board of Directors, and each officer Directors of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other and records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers officers, agents or employees, or committees of the Board of Directors so designated, or by any other person or entity as to matters which such director or committee member reasonably believes are within such other person’s or entity’s professional or expert competence and who that has been selected with reasonable care by or on behalf of the Corporation.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Duckhorn Portfolio, Inc.), Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)

Reliance upon Books, Reports and Records. Each director, director and each member of any committee designated by the Board of Directors, and each officer of the Corporation Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented made to the Corporation by any of its officers or employees, or committees of the Board of Directors so designatedofficers, or by any other person as to matters which such director an independent certified public accountant, or committee member reasonably believes are within such other person’s professional or expert competence and who has been by an appraiser selected with reasonable care by the Board of Directors or on behalf by any such committee, or in relying in good faith upon other records of the Corporation.

Appears in 6 contracts

Samples: Master Reorganization Agreement (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.), Voting Agreement (Roan Resources, Inc.)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such informationcorporation, opinions, including reports or statements presented made to the Corporation corporation by any of its officers or employeesofficers, or committees of the Board of Directors so designatedby an independent certified public accountant, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been an appraiser selected with reasonable care by or on behalf of the Corporationcare.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (CinCor Pharma, Inc.), Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (California Micro Devices Corp)

Reliance upon Books, Reports and Records. Each director, director and each member of any committee designated by the Board of Directors, and each officer of the Corporation Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee 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.

Appears in 5 contracts

Samples: Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such informationCorporation, opinions, including reports or statements presented made to the Corporation by any of its officers or employeesofficers, or committees of the Board of Directors so designatedby an independent certified public accountant, or by any other person as to matters which such director or committee 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 Corporationan appraiser.

Appears in 3 contracts

Samples: Investor Rights Agreement (Mosaic Co), Agreement and Plan of Merger and Contribution (Imc Global Inc), Agreement and Plan of Merger (Netratings Inc)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or director, committee member or officer 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.

Appears in 3 contracts

Samples: Master Reorganization Agreement (Linn Energy, Inc.), JELD-WEN Holding, Inc., Agreement and Plan of Merger (Engility Holdings, Inc.)

Reliance upon Books, Reports and Records. Each director, director and each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cme Group Inc.), Agreement and Plan of Merger (Cbot Holdings Inc), Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of DirectorsBoard, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee 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.

Appears in 3 contracts

Samples: Letter Agreement (Spartan Energy Acquisition Corp.), Stock Purchase Agreement (Paramount Acquisition Corp), Agreement and Plan of Merger (Zila Inc)

Reliance upon Books, Reports and Records. Each directorManager, each member of any committee designated by the Board of DirectorsManagers, and each officer of the Corporation Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation Company and upon such information, opinions, reports or statements presented to the Corporation Company by any of its officers or employees, or committees of the Board of Directors Managers so designated, or by any other person as to matters which such director manager or committee 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 CorporationCompany.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Fresh International Corp), Limited Liability Company Agreement (Fresh International Corp), Limited Liability Company Agreement (APW Supermarkets, Inc.)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of designated by the Board of Directors so designatedBoard, or by any other person as to the matters which such director or committee 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.

Appears in 3 contracts

Samples: Voting Agreement (Roan Resources, Inc.), Master Reorganization Agreement (Linn Energy, Inc.), Master Reorganization Agreement (Charah Solutions, Inc.)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such informationcorporation as provided by law, opinions, including reports or statements presented made to the Corporation corporation by any of its officers or employeesofficers, or committees of the Board of Directors so designatedby an independent certified public accountant, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been an appraiser selected with reasonable care by or on behalf of the Corporationcare.

Appears in 2 contracts

Samples: Loan and Security Agreement (Halozyme Therapeutics Inc), Loan and Security Agreement (Halozyme Therapeutics Inc)

Reliance upon Books, Reports and Records. Each directorThe Board of Directors, each committee thereof, each member of any committee designated by the Board of Directors, Directors and such committees and each officer of the Corporation shall, in the performance of its, his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements documents presented to the Corporation it or them by any of its the Corporation’s officers or employees, or committees by any committee of the Board of Directors so designated, or by any other person as to matters which that the Board, such director committee, such member or committee member such officer 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.

Appears in 2 contracts

Samples: Letter Agreement (Vmware, Inc.), Letter Agreement (Dell Technologies Inc.)

Reliance upon Books, Reports and Records. Each directorDirector, each member of any a committee designated by the Board of DirectorsBoard, and each officer of the Corporation shallwill, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports reports, or statements presented to the Corporation by any of its the Corporation's officers or employees, or committees of the Board of Directors so designatedBoard, or by any other person or entity as to matters which such director the Director, committee member, or committee member reasonably officer 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.

Appears in 2 contracts

Samples: Physicians Clinical Laboratory Inc, Nu Tech Bio Med Inc

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of designated by the Board of Directors so designatedBoard, or by any other person as to the matters which such director or committee 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.

Appears in 2 contracts

Samples: Contribution Agreement (Texas Pacific Land Corp), Contribution Agreement (Texas Pacific Land Trust)

Reliance upon Books, Reports and Records. Each directormember of the Board, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of designated by the Board of Directors so designatedBoard, or by any other person as to the matters which such director or committee 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.

Appears in 2 contracts

Samples: Master Reorganization Agreement (New Atlas HoldCo Inc.), Master Reorganization Agreement (Atlas Energy Solutions Inc.)

Reliance upon Books, Reports and Records. Each director, each member of any a committee designated by the Board of DirectorsBoard, and each officer of the Corporation shallwill, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of the Board of Directors so designatedBoard, or by an independent registered public accounting firm, or by an appraiser or by any other person or entity as to matters which such director or the director, committee member reasonably or officer 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applica Inc)

Reliance upon Books, Reports and Records. Each director, each board committee member of any committee designated by the Board of Directors, and each officer of the Corporation corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation corporation and upon such information, opinions, reports or statements documents presented to the Corporation corporation by any of its officers or other officers, employees, or committees of the Board of Directors so designatedboard committees, or by any other person as to matters which that such director or director, board committee member or officer 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 Corporationcorporation.

Appears in 1 contract

Samples: Rights Agreement (Idearc Inc.)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Contribution (Toreador Resources Corp)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation corporation and upon such information, opinions, reports or statements presented to the Corporation corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee 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 Corporationcorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cano Petroleum, Inc)

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Reliance upon Books, Reports and Records. Each director, each ---------------------------------------- member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such informationCorporation, opinions, including reports or statements presented made to the Corporation by any of its officers or employeesofficers, or committees of the Board of Directors so designatedby an independent certified public accountant, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been an appraiser selected with reasonable care by or on behalf of the Corporationcare.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DSP Technology Inc)

Reliance upon Books, Reports and Records. Each director, each member of any a committee designated by the Board of Directors, Directors and each officer of the Corporation shallwill, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of the Board of Directors so designatedDirectors, or by any other person as to matters which such director or the director, committee member or officer 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Nanotech Holdings, Inc)

Reliance upon Books, Reports and Records. Each director----------------------------------------- Director, each member of any a committee designated by the Board of DirectorsBoard, and each officer of the Corporation shallCompany will, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation Company and upon such information, opinions, reports reports, or statements presented to the Corporation Company by any of its the Company's officers or employees, or committees of the Board of Directors so designatedBoard, or by any other person or entity as to matters which such director the Director, committee member, or committee member reasonably officer 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 CorporationCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seaman Furniture Co Inc)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and and, to the extent permitted by law, each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or director, committee member or officer 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.

Appears in 1 contract

Samples: Stockholders’ Agreement (SWK Holdings Corp)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of DirectorsBoard, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of designated by the Board of Directors so designatedBoard, or by any other person as to the matters which such director or committee 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Spark Energy, Inc.)

Reliance upon Books, Reports and Records. Each director, each member of any a committee designated by the Board of DirectorsBoard, and each officer of the Corporation shallCompany will, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation Company and upon such information, opinions, reports reports, or statements presented to the Corporation Company by any of its the Company’s officers or employees, or committees of the Board of Directors so designatedBoard, or by any other person or entity as to matters which such director the director, committee member, or committee member reasonably officer 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 CorporationCompany.

Appears in 1 contract

Samples: Registration Rights Agreement (Inflection Point Acquisition Corp. II)

Reliance upon Books, Reports and Records. Each director, each ---------------------------------------- member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, employees or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee 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.

Appears in 1 contract

Samples: Matrixone Inc

Reliance upon Books, Reports and Records. Each directormember of the ----------------------------------------- Management Committee, each member of any a committee designated by the Board of DirectorsManagement Committee, and each officer of the Corporation shallCompany will, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation Company and upon such information, opinions, reports reports, or statements presented to the Corporation Company by any of its the Company's officers or employees, or committees of designated by the Board of Directors so designatedManagement Committee, or by any other person Person as to matters which such director the member, committee member, or committee member reasonably officer believes are within such other person’s Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the CorporationCompany.

Appears in 1 contract

Samples: Operating Agreement (Greenmountain Com Co)

Reliance upon Books, Reports and Records. Each director, each member ---------------------------------------- of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such informationCorporation, opinions, including reports or statements presented made to the Corporation by any of its officers or employeesofficers, or committees of the Board of Directors so designatedby an independent certified public accountant, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been an appraiser selected with reasonable care by or on behalf of the Corporationcare.

Appears in 1 contract

Samples: Stockholder Agreement (Mattson Technology Inc)

Reliance upon Books, Reports and Records. Each directorDirector, each member Shareholder of any committee designated by the Board of Directors, and each officer of the Corporation Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation Company and upon such information, opinions, reports or statements presented to the Corporation Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director manager or committee member Shareholder 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 CorporationCompany.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Usa Reit Fund LLC)

Reliance upon Books, Reports and Records. Each director, director and each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her such director’s duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designatedBoard, or by any other person as to matters which such director or committee 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.

Appears in 1 contract

Samples: Exchange Agreement (KLDiscovery Inc.)

Reliance upon Books, Reports and Records. Each director, each member of any a committee designated by the Board of DirectorsBoard, and each officer of the Corporation shallwill, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of the Board of Directors so designatedBoard, or by an independent registered public accounting firm, or by an appraiser or by any other person or entity as to matters which such director or the director, committee member reasonably or officer believes are within such 8 other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nacco Industries Inc)

Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of DirectorsBoard, and each officer of the Corporation shall, in the performance of his or his/her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its the Corporation’s officers or employees, or committees of designated by the Board of Directors so designatedBoard, or by any other person as to the matters which such director or committee 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.

Appears in 1 contract

Samples: Letter Agreement (Climate Change Crisis Real Impact I Acquisition Corp)

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