Utah Code 16-10a-901. Definitions
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As used in Part 9, Indemnification:
(1) “Corporation” includes any domestic or foreign entity that is a predecessor of a corporation by reason of a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
Terms Used In Utah Code 16-10a-901
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- domestic corporation: means a corporation for profit that:(11)(a) is not a foreign corporation; and(11)(b) is incorporated under or subject to this chapter. See Utah Code 16-10a-102
- Employee: includes an officer but not a director, unless the director accepts a duty that makes that director also an employee. See Utah Code 16-10a-102
- Entity: includes :
(19)(a) a domestic and foreign corporation;(19)(b) a nonprofit corporation;(19)(c) a limited liability company;(19)(d) a profit or nonprofit unincorporated association;(19)(e) a business trust;(19)(f) an estate;(19)(g) a partnership;(19)(h) a trust;(19)(i) two or more persons having a joint or common economic interest;(19)(j) a state;(19)(k) the United States; and(19)(l) a foreign government. See Utah Code 16-10a-102- Fiduciary: A trustee, executor, or administrator.
- Foreign corporation: means a corporation for profit incorporated under a law other than the law of this state. See Utah Code 16-10a-102
- Individual: means :
(22)(a) a natural person;(22)(b) the estate of an incompetent individual; or(22)(c) the estate of a deceased individual. See Utah Code 16-10a-102- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: means :
(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5- Proceeding: includes :
(26)(a) a civil suit;(26)(b) arbitration or mediation; and(26)(c) a criminal, administrative, or investigatory action. See Utah Code 16-10a-102- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
- Trustee: A person or institution holding and administering property in trust.
(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation’s request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.(3) “Expenses” include counsel fees.(4) “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses.(5) “Officer,” “employee,” “fiduciary,” and “agent” include any person who, while serving the indicated relationship to the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan. An officer, employee, fiduciary, or agent is considered to be serving an employee benefit plan at the corporation’s request if that person’s duties to the corporation also impose duties on, or otherwise involve services by, that person to the plan or participants in, or beneficiaries of the plan. Unless the context requires otherwise, such terms include the estates or personal representatives of such persons.(6)(6)(a) “Official capacity” means:(6)(a)(i) when used with respect to a director, the office of director in a corporation; and(6)(a)(ii) when used with respect to a person other than a director, as contemplated in Section 16-10a-907, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by him on behalf of the corporation.(6)(b) “Official capacity” does not include service for any other foreign or domestic corporation, other person, or employee benefit plan.(7) “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.(8) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.