Delaware Code § 8-172

Liability of directors and committee members as to dividends or stock redemption
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A member of the board of directors, or a member of any committee designated by the board of directors, shall 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
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, 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 stock might properly be purchased or redeemed.

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