Texas Business Organizations Code - Section 8.104. Advancement Of Expenses To Present Governing Persons Or Delegates
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§ 8.104. ADVANCEMENT OF EXPENSES TO PRESENT GOVERNING
PERSONS OR DELEGATES. (a) An enterprise may pay or reimburse
reasonable expenses incurred by a present governing person or
delegate who was, is, or is threatened to be made a respondent in a
proceeding in advance of the final disposition of the proceeding
without making the determinations required under Section 8.101(a)
after the enterprise receives:
(1) a written affirmation by the person of the person's
good faith belief that the person has met the standard of conduct
necessary for indemnification under this chapter; and
(2) a written undertaking by or on behalf of the person
to repay the amount paid or reimbursed if the final determination is
that the person has not met that standard or that indemnification is
prohibited by Section 8.102.
(b) A provision in the governing documents of the
enterprise, a resolution of the owners, members, or governing
authority, or an agreement that requires the payment or
reimbursement permitted under this section authorizes that payment
or reimbursement after the enterprise receives an affirmation and
undertaking described by Subsection (a).
(c) The written undertaking required by Subsection (a)(2)
must be an unlimited general obligation of the person but need not
be secured and may be accepted by the enterprise without regard to
the person's ability to make repayment.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 23, 24, eff. Jan. 1, 2006.
Section: 8.003 8.004 8.051 8.052 8.101 8.102 8.103 8.104 8.105 8.106 8.151 8.152 9.001 9.002 9.003
Last modified: August 11, 2007
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