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

Reliance upon Books, Reports and Records. Each director and each ----------------------------------------- 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 books of account or reports made to the Company by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Company.

Appears in 2 contracts

Samples: Escrow Agreement (Med X Systems Inc), Plan and Agreement of Merger (Atng Inc)

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Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- member of any committee designated by the Board of Directors Directors, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation as provided by law, including reports made to the Company corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Companycare.

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 director and each ----------------------------------------- ---------------------------------------- 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 books of account or reports made to the Company by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Company.

Appears in 2 contracts

Samples: Plan of Merger (International Development Corp), Plan and Agreement of Merger (Marmion Industries Corp)

Reliance upon Books, Reports and Records. Each director and each ----------------------------------------- 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 books of account or reports made to the Company Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the CompanyCorporation.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Reorganization (Lion Electric Co), Business Combination Agreement and Plan of Reorganization (Northern Genesis Acquisition Corp.)

Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- member of any committee designated by the Board of Directors Directors, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the Company corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Company.care. SECTION 7.09

Appears in 1 contract

Samples: Agreement and Plan of Merger (Foilmark Inc)

Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- ---------------------------------------- member of any committee designated by the Board of Directors Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Company Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Companycare.

Appears in 1 contract

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

Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- member ---------------------------------------- of any committee designated by the Board of Directors Directors, and each officer of the Corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Company Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Companycare.

Appears in 1 contract

Samples: Stockholder Agreement (Mattson Technology Inc)

Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- member of any committee designated by the Board of Directors Directors, and each officer of the corporation shall, in the performance of his such person's duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the Company corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Companycare. SECTION 5.11.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp)

Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- member of any committee designated by the Board of Directors shall, in the performance of his dutiesDirectors, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the Company corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Companycare.

Appears in 1 contract

Samples: Shareholders’ Agreement (Teche Bancshares Inc)

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Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- member of any committee designated by the Board of Directors Directors, and each officer of the corporation shall, in the performance of his such person’s duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the Company corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Companycare.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WestRock Co)

Reliance upon Books, Reports and Records. Each director and director, each ----------------------------------------- member of any committee designated by the Board of Directors Directors, and each officer of the Bank shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the Bank, including reports made to the Company Bank by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Companycare.

Appears in 1 contract

Samples: NPB Capital Trust Ii

Reliance upon Books, Reports and Records. Each director director, board committee member and each ----------------------------------------- member officer of any committee designated by the Board of Directors 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 made or documents presented to the Company corporation by any of its other officers, employees, board committees, or by an independent certified public accountantany other person as to matters that such director, board committee member or by an appraiser officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records on behalf of the Companycorporation.

Appears in 1 contract

Samples: Rights Agreement (Idearc Inc.)

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

Appears in 1 contract

Samples: Stockholders Agreement (Fairmount Santrol Holdings Inc.)

Reliance upon Books, Reports and Records. Each director and each ----------------------------------------- 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 books of account or reports made to the Company Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Company.Corporation. 115 EXHIBIT 3.3

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pride International Inc)

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