Common use of Reliance Upon Records Clause in Contracts

Reliance Upon Records. Every Director, and every member of any committee of 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 such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to 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, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.

Appears in 6 contracts

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

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Reliance Upon Records. Every Directordirector, and every member of any committee of 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 such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the Director 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, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (GenMark Diagnostics, Inc.), Agreement (UCP, Inc.), Agreement (Pico Holdings Inc /New)

Reliance Upon Records. Every Directordirector, and every member of any committee of the Board of DirectorsCommittee, shall, in the performance of his or her such person’s 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 its officers or employees, or committees of the Board of DirectorsCommittees, or by any other person as to matters the Director 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, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s capital stock might properly be purchased or redeemed.

Appears in 2 contracts

Samples: Plan Support Agreement (Blockbuster Inc), Plan Support Agreement

Reliance Upon Records. Every DirectorManager, and every member of any committee of the Board of DirectorsManagers, shall, in the performance of his or her 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 its officers or employees, or committees of the Board of DirectorsManagers, or by any other person as to matters the Director 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 CorporationCompany, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the CorporationCompany, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends distribution might properly be declared and paid, or with which the Corporation’s capital stock Membership Interests might properly be purchased or redeemed.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cp Ships LTD)

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Reliance Upon Records. Every Director, Manager and every member of any committee of the Board of Directors, Managers shall, in the performance of his or her 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 its officers or employees, or committees of the Board of DirectorsManagers, or by any other person as to matters the Director 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 CorporationCompany, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the CorporationCompany, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends a distribution might properly be declared and paid, or with which the Corporation’s capital stock Membership Interests might properly be purchased or redeemed.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TMM Lines LTD LLC)

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