No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

Determination of Good Faith/Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be presumed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of this Section 23 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. Whether or not the foregoing provisions of this Section are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.

The Debtors, the Holdings Credit Agreement Agent, the Term Lenders, the Revolving Lenders, the DIP Facility Lenders, the DIP Facility Agent, the New Term Loan A Lenders, the New Term Loan B Lenders, the New Term Loan Agent, the parties to the RSA, and any and all affiliates, directors, officers, members, managers, shareholders, partners, employees, attorneys, and advisors of each of the foregoing, as applicable, have acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code and in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all of their respective activities relating to support and consummation of the Plan, including the execution, delivery, and performance of the RSA, the extension of financing under the New Term Loan A Facility and the New Term Loan B Facility and the New Term Loan Agreement Documents and the Capital Equity Investment, and solicitation of acceptances of the Plan, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code.

implied covenants of good faith and fair dealing; and

implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.

Implementation of Changes. If Tenant: # approves in writing the cost or savings and the estimated extension in the time for completion of Landlord’s Work, if any, and # deposits with Landlord any Excess Tl Costs required in connection with such Change, Landlord shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the delay caused by such proposed Change, the Tl Architect’s reasonable determination of the amount of Tenant Delay in connection with such Change shall be final and binding on Landlord and Tenant, absent manifest error.

good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims;

Each Party shall perform its obligations under this Contract at all times in good faith and consistent with the implied covenant of good faith and fair dealing as interpreted by laws of the State of New York.

“fair market value” shall mean, with respect to any asset or liability, the fair market value of such asset or liability as determined by Holdings in good faith.

“Fair Market Value” means, with respect to any property or asset, the fair market value of that property or asset, as determined by the General Partner in good faith.