Good Faith Determinations. No member of the Board shall be liable, with respect to this Agreement, for any act, whether of commission or omission, taken by any other member of the Board or by any officer, agent, or employee of the Company, nor, excepting circumstances involving his or her own bad faith, for anything done or omitted to be done by himself or herself. The Company shall indemnify and hold harmless each member of the Board from and against any liability or expense hereunder, except in the case of such member’s own bad faith.
Good Faith Determinations. Notwithstanding anything to the contrary herein, whenever the Board of Directors is permitted or required to determine fair market value, such determination shall be made in good faith.
Good Faith Determinations. No member of the Board shall be liable, with respect to this Agreement, for any act, whether of commission or omission, taken by any other member of the Board or by any officer, agent, or employee of the Company, nor, excepting circumstances involving his or her own bad faith, for anything done or omitted to be done by himself or herself. The Company shall indemnify and hold harmless each member of the Board from and against any liability or expense hereunder, except in the case of such member's own bad faith. SANDISK CORPORATION, EXECUTIVE a Delaware corporation By: _________________________________ _____________________________ Name: Xxx Xxxxxx Name: Title: President and CEO
Good Faith Determinations. Each determination of an interest rate, cost or other rate or amount to be made by a party hereto hereunder shall be conclusive, if made reasonably and in good faith.
Good Faith Determinations. No member of the Board shall be liable, with respect to this Agreement, for any act, whether of commission or omission, taken by any other member of the Board or by any officer, agent, or employee of the Company, nor, excepting circumstances involving his or her own bad faith, for anything done or omitted to be done by himself or herself. The Company shall indemnify and hold harmless each member of the Board from and against any liability or expense hereunder, except in the case of such member’s own bad faith. SANDISK CORPORATION EXECUTIVE By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Name: Xxxxxx Xxxxxxxx Title: EVP, Administration and CFO Date: 12/21/2014 Date: 12/21/2014
Good Faith Determinations. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award under the Plan.
Good Faith Determinations. Wherever in this Agreement it is provided that the County may or shall make a determination or decision in the exercise of good faith (including, without limitation, provisions in this Agreement calling for a Good Faith Determination), any such determination or decision that the person exercising such right on behalf of County believes in good faith to be a proper exercise of County’s rights and to have a reasonable basis in fact, whether or not such determination is in fact proper, reasonable or correct or adjudged to be so, shall be complied with by Architect without Delay to Architect’s performance under this Agreement. However, unless this Agreement expressly provides otherwise, neither such good faith determination or decision nor Architect’s compliance therewith shall be interpreted as precluding the Architect from exercising its rights to seek adjudication of its rights in the manner permitted by this Agreement or Applicable Laws.
Good Faith Determinations. 9.1 Within thirty (30) days following the Date of Execution and following the delivery to Settling Defendants as set forth herein of the executed Release and Indemnity Agreements and Stipulations of Dismissal by Settling Plaintiffs, the parties shall, if necessary, cause a motion to be filed in MDL 1358 or other competent court for any case listed on Exhibit F not part of MDL 1358 seeking the court’s order approving each Settling Plaintiff’s settlement that may require such an order to extinguish claims for contribution and indemnity against Settling Defendants, as a good faith settlement under applicable law in connection with those cases listed in Exhibit F.
Good Faith Determinations. Whenever valuation of Company net worth or any particular asset of the Company is required by this Agreement, the Management Committee shall, as of a reasonable valuation date established by it, make a good faith determination of the "fair value" of all noncash assets of the Company (if net worth is to be evaluated) or of such particular asset. Such determination of "fair value" shall be based upon all relevant factors, including, without limitation, type of security, marketability, liquidity, restrictions on disposition, recent purchases of the same or similar securities by other investors, pending mergers or acquisitions, current financial position and operating results, and risks and potential of the security, and shall be in accordance with the following:
Good Faith Determinations. Notwithstanding anything to the contrary herein, whenever the Board of Directors is permitted or required to determine fair market value, such determination shall be made in good faith. The Warrant Agent is entitled always to assume the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.
