48-2c-1805 - Court-ordered indemnification. - Utah Statutes

48-2c-1805. Court-ordered indemnification.
Unless a company's articles of organization provide otherwise, a manager of the companywho is or was a party to a proceeding may apply for indemnification to the court or otherdecision-maker conducting the proceeding or to another court of competent jurisdiction. Onreceipt of an application, the court, after giving any notice the court considers necessary, mayorder indemnification in the following manner:
(1) if the court determines that the manager is entitled to mandatory indemnificationunder Section 48-2c-1803, the court shall order indemnification, in which case the court shall alsoorder the company to pay the manager's reasonable expenses, including attorney's fees, incurredto obtain court-ordered indemnification; and
(2) if the court determines that the manager is fairly and reasonably entitled toindemnification in view of all the relevant circumstances, whether or not the manager met theapplicable standard of conduct set forth in Section 48-2c-1802 or was adjudged liable asdescribed in Subsection 48-2c-1802(4), the court may order indemnification as the courtdetermines to be proper, except that the indemnification with respect to any proceeding in whichliability has been adjudged in the circumstances described in Subsection 48-2c-1802(4) is limitedto reasonable expenses incurred.

Enacted by Chapter 260, 2001 General Session