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(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:
(4) conviction; or
(5) a plea of nolo contendere or its equivalent.
Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 8.101. Permissive Indemnification - last updated April 14, 2021 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-8-101.html
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