Texas Business Organizations Code - Section 8.101. Permissive Indemnification
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Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 8.101. Permissive Indemnification
§ 8.101. PERMISSIVE INDEMNIFICATION. (a) An enterprise
may indemnify a governing person, former governing person, or
delegate who was, is, or is threatened to be made a respondent in a
proceeding to the extent permitted by Section 8.102 if it is
determined in accordance with Section 8.103 that:
(1) the person:
(A) acted in good faith;
(B) reasonably believed:
(i) in the case of conduct in the person's
official capacity, that the person's conduct was in the
enterprise's best interests; and
(ii) in any other case, that the person's
conduct was not opposed to the enterprise's best interests; and
(C) in the case of a criminal proceeding, did not
have a reasonable cause to believe the person's conduct was
unlawful;
(2) with respect to expenses, the amount of expenses
other than a judgment is reasonable; and
(3) indemnification should be paid.
(b) Action taken or omitted by a governing person or
delegate with respect to an employee benefit plan in the
performance of the person's duties for a purpose reasonably
believed by the person to be in the interest of the participants and
beneficiaries of the plan is for a purpose that is not opposed to
the best interests of the enterprise.
(c) Action taken or omitted by a delegate to another
enterprise for a purpose reasonably believed by the delegate to be
in the interest of the other enterprise or its owners or members is
for a purpose that is not opposed to the best interests of the
enterprise.
(d) A person does not fail to meet the standard under
Subsection (a)(1) solely because of the termination of a proceeding
by:
(1) judgment;
(2) order;
(3) settlement;
(4) conviction; or
(5) a plea of nolo contendere or its equivalent.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 7.001 8.001 8.002 8.003 8.004 8.051 8.052 8.101 8.102 8.103 8.104 8.105 8.106 8.151 8.152
Last modified: August 11, 2007
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