Colorado § 7-109-105 Court-ordered indemnification - advance of expenses

Colorado Statutes

§ 7-109-105 — Court-ordered indemnification - advance of expenses

Colorado·Title 07 Corporations·Art. Indemnification

(1)Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court may order indemnification or an advance of expenses in the following manner:

(a)If it determines that the director is entitled to mandatory indemnification under section 7-109-103, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.

(b)If it determines that the director is entitled to indemnif

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(1)
Unless otherwise provided in the articles of incorporation, a director who is or was a
party to a proceeding may apply for indemnification or an advance of expenses to
the court conducting the proceeding or to another court of competent jurisdiction.
After receipt of an application and after giving any notice the court considers
necessary, the court may order indemnification or an advance of expenses in the
following manner:

(a) If it determines that the director is entitled to mandatory indemnification
under section 7-109-103, the court shall order indemnification, in which case the
court shall also order the corporation to pay the director's reasonable expenses
incurred to obtain court-ordered indemnification.

(b) If it determines that the director is entitled to indemnification or an
advance of expenses under section 7-109-109 (1), the court shall order
indemnification or an advance of expenses, as applicable, in which case the court
shall also order the corporation to pay the director's reasonable expenses incurred
to obtain court-ordered indemnification or advance of expenses.

(c) If it determines that the director is fairly and reasonably entitled to
indemnification or an advance of expenses in view of all the relevant
circumstances, whether or not the director met the standard of conduct set forth in
section 7-109-102 (1), failed to comply with section 7-109-104, or was adjudged
liable in the circumstances described in section 7-109-102 (4), the court may order
such indemnification or advance of expenses as the court deems proper; except
that the indemnification with respect to any proceeding in which liability has been
adjudged in the circumstances described in section 7-109-102 (4) is limited to
reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

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Legislative History

Source: L. 93: Entire article added, p. 792, � 1, effective July 1, 1994. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1939, � 41, effective July 1, 2020.