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 (Acceleron Pharma Inc), Agreement and Plan of Merger (Immune Design Corp.), Agreement and Plan of Merger (Associated Estates Realty 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 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 (Strategic Partners Consulting LLC), Administrative Services Agreement (Redquartz Atlanta LLC), 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 (Adamas Pharmaceuticals Inc), Agreement and Plan of Merger (Duckhorn Portfolio, Inc.), Agreement and Plan of Merger (IMS Health 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 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: Separation Agreement (C&J Energy Services, Inc.), Agreement and Plan of Merger (Energy Xxi (Bermuda) LTD), Voting Agreement (Roan Resources, 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 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.), Letter Agreement (CENAQ Energy 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 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 '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: Agreement and Plan of Merger (Vringo Inc), Agreement and Plan of Merger (Xedar Corp), Indemnification Agreement (R&r Acquisition Iii, 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 (California Micro Devices Corp), Agreement and Plan of Merger (CinCor Pharma, Inc.), Agreement and Plan of Merger (On Semiconductor 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 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 (Chicago Mercantile Exchange Holdings Inc), Agreement and Plan of Merger (Cme Group Inc.), Agreement and Plan of Merger (Cbot 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.), Agreement and Plan of Merger (Zila Inc), Stock Purchase Agreement (Paramount Acquisition Corp)
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, 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 3 contracts
Samples: Revolving Credit Agreement, Agreement and Plan of Reorganization (Occusystems Inc), Cra Managed Care 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 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: Agreement and Plan of Merger (Netratings Inc), Investor Rights Agreement (Mosaic Co), Agreement and Plan of Merger and Contribution (Imc Global 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.), Agreement and Plan of Merger (Engility Holdings, Inc.), JELD-WEN Holding, Inc.
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 (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo 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: Nu Tech Bio Med Inc, Physicians Clinical Laboratory 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 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 2 contracts
Samples: Guaranty (Maxtor Corp), Agreement (WiderThan Co., Ltd.)
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 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 2 contracts
Samples: Agreement and Plan of Merger (Bristol Hotel Co), Bristol Hotel Co
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 such director's or her member'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 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 2 contracts
Samples: Agreement and Plan of Redemption and Merger (Markwest Hydrocarbon Inc), Agreement and Plan of Redemption and Merger (Markwest Energy 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 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 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 (Dell Technologies Inc.), Letter Agreement (Vmware, 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 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 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
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
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
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 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
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, 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)
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 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)
