(a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent, or delegate, as provided by:

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Terms Used In Alabama Code 10A-1-6.25

  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Contract: A legal written agreement that becomes binding when signed.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
(1) the enterprise’s governing documents;
(2) general or specific action of the enterprise’s governing authority;
(3) resolution of the enterprise’s owners or members;
(4) contract; or
(5) common law.
(b) An enterprise shall indemnify and advance expenses to an officer to the same extent that indemnification or advancement of expenses is required under this chapter for a governing person.
(c) A person described by subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.
(d) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this section.
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