§ 901. Article definitions In this article: (1) “Enterprise” includes any enterprise or foreign predecessor entity of an enterprise in a merger or other transaction in which the predecessor’s existence ceased upon the consummation of the transaction. (2) “Director” means an individual who is or was a director of an enterprise or an individual who, […]
§ 902. Authority to indemnify (a) Except as provided in subsection (d) of this section, an enterprise may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the director conducted himself or herself in good faith; and (2) the […]
§ 903. Mandatory indemnification Unless limited by its articles of organization, an enterprise shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the enterprise against reasonable expenses incurred by […]
§ 904. Advance for expenses (a) An enterprise may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) the director furnishes the enterprise a written affirmation of his or her good faith belief that the director […]
§ 905. Court-ordered indemnification A director of the enterprise who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines: (1) […]
§ 906. Determination and authorization of indemnification (a) Except as provided in section 904 of this title, an enterprise may not indemnify a director under section 902 of this title prior to the final resolution of a proceeding, whether by judgment, order, settlement, conviction, plea, or otherwise and unless authorized in the specific case after […]
§ 907. Indemnification of officers, employees, and agents Unless an enterprise’s articles of organization limit indemnification of an officer, employee, or agent of the enterprise: (1) an officer of the enterprise who is not a director is entitled to mandatory indemnification under section 903 of this title and is entitled to apply for court-ordered indemnification […]
§ 908. Insurance An enterprise may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the enterprise or who, while a director, officer, employee, or agent of the enterprise, is or was serving at the request of the enterprise as a director, officer, partner, […]
§ 909. Application of article (a) A provision treating an enterprise’s indemnification of or advance for expenses to directors that is contained in its articles of organization, bylaws, a resolution of its members or board of directors, or in a contract or otherwise is valid only if and to the extent the provision is consistent […]
