10A-1-6.23
Section 10A-1-6.23 Manner for determining permissive indemnification. (a) Except as otherwise
provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a)
must be made by: (1) a majority vote of a quorum composed of the governing persons who at
the time of the vote are disinterested and independent; (2) if a quorum described by subsection
(a)(1) cannot be obtained, a majority vote of a committee of the board of directors of the
enterprise designated to act in the matter by a majority vote of the governing persons and
composed of at least one governing person who at the time of the vote is disinterested and
independent; (3) special legal counsel selected by the board of directors of the enterprise,
or selected by a committee of the board of directors, by vote in accordance with subdivision
(1) or subdivision (2) or, if a quorum described by subdivision (1) cannot be obtained and
a committee described by subdivision (2) cannot be established, by a majority...
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10A-2A-8.51
Section 10A-2A-8.51 Permissible indemnification. (a) Except as otherwise provided in this section,
a corporation may indemnify an individual who is a party to a proceeding because the individual
is a director against liability incurred in the proceeding if: (1) (i) the director conducted
himself or herself in good faith; and (ii) the director reasonably believed: (A) in the case
of conduct in an official capacity, that his or her conduct was in the best interests of the
corporation; and (B) in all other cases, that his or her conduct was at least not opposed
to the best interests of the corporation; and (iii) in the case of any criminal proceeding,
the director had no reasonable cause to believe his or her conduct was unlawful; or (2) the
director engaged in conduct for which broader indemnification has been made permissible or
obligatory under a provision of the certificate of incorporation (as authorized by Section
10A-2A-2.02(b)(5)). (b) A director's conduct with respect to an...
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6-5-755
Section 6-5-755 Recovery; contribution. (a) In an action against a manufacturer and one or
more other defendants, including other manufacturers, for death or injury to person or damage
to property arising out of an accident, the right of the plaintiff to recover jointly and
severally against such defendants found liable is preserved. (b) Notwithstanding subsection
(a), in an action arising out of such accident, if the respective or comparative responsibility
of tortfeasors is an issue, then the jury shall return special verdicts, or in the absence
of a jury the court shall make special findings, allocating the percentage of responsibility
attributable to each defendant found to have proximately caused the accident. (c) Responsibility
for the accident may be allocated to a nonparty in an action under the procedure described
in subsection (b) if each of the following requirements are satisfied: (1) A defendant affirmatively
pleads the responsibility of a nonparty as a proximate cause of...
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9-17-26
Section 9-17-26 Tax for expenses of administration and enforcement of article - Records, returns
and remittances of producers; determination of gross value at point of production; rules and
regulations. (a) It shall be the duty of every person producing or in charge of production
of crude petroleum or natural gas from any well or wells in the State of Alabama for sale,
transport, storage, profit or for use to keep and preserve such records of the amount of all
such crude petroleum oil or natural gas produced for sale, transport, storage, profit or for
use as may be necessary to determine the amount of the tax for which he is liable under the
provisions of Section 9-17-25 and Section 9-17-35. (b) It shall be the further duty of every
such person to file with the Department of Revenue, not later than the fifteenth day of the
second calendar month following the month of production, a return, subscribed by the person
who completes such return, which must contain a printed declaration that...
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10A-8A-1.05
Section 10A-8A-1.05 Powers; indemnification. (a) A partnership shall possess and may exercise
all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by
its partnership agreement, together with any powers incidental thereto, including those powers
and privileges necessary or convenient to the conduct, promotion, or attainment of the business
or not for profit activity of the partnership and including the power to sue, be sued, and
defend in its own name and to maintain an action against a partner for harm caused to the
partnership by a breach of the partnership agreement or violation of a duty to the partnership.
(b) A partnership may indemnify and hold harmless a partner or other person, pay in advance
or reimburse expenses incurred by a partner or other person, and purchase and maintain insurance
on behalf of a partner or other person. (Act 2018-125, §7.)...
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10A-1-1.04
Section 10A-1-1.04 Disinterested person. (a) For purposes of this title, a person is disinterested
with respect to the approval of a contract, transaction, or other matter or to the consideration
of the disposition of a claim or challenge relating to a contract, transaction, or particular
conduct, if the person or the person's associate: (1) is not a party to the contract or transaction
or materially involved in the conduct that is the subject of the claim or challenge; and (2)
does not have a material financial interest in the outcome of the contract or transaction
or the disposition of the claim or challenge. (b) For purposes of subsection (a), a person
is not materially involved in the conduct that is the subject of a claim or challenge and
does not have a material financial interest in the outcome of a contract or transaction or
the disposition of a claim or challenge solely because: (1) the person was nominated or elected
as a governing person by a person who is: (A) interested in...
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10A-9A-1.05
Section 10A-9A-1.05 Powers; indemnification. (a) A limited partnership shall possess and may
exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other
law or by its partnership agreement, together with any powers incidental thereto, including
those powers and privileges necessary or convenient to the conduct, promotion, or attainment
of the business, purposes, or activities and affairs of the limited partnership and including
the power to sue, be sued, and defend in its own name and to maintain an action against a
partner for harm caused to the limited partnership by a breach of the partnership agreement
or violation of a duty to the partnership. (b) A limited partnership may indemnify and hold
harmless a partner or other person, pay in advance or reimburse expenses incurred by a partner
or other person, and purchase and maintain insurance on behalf of a partner or other person.
(Act 2016-379, §1.)...
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10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited liability
company performing professional services, upon the death of a member, upon a member becoming
a disqualified person, or upon a transferable interest being transferred by operation of law
or court decree to a disqualified person, the transferable interest of the deceased member
or of the disqualified person may be transferred to a qualified person and, if not so transferred,
subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided
in this section. (b) If the price of the transferable interest is not fixed by the limited
liability company agreement, the limited liability company, within six months after the death
or 30 days after the disqualification or transfer, as the case may be, shall make a written
offer to pay to the holder of the transferable interest a specified price deemed by the limited
liability company to be the fair value of the transferable...
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10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited liability
partnership performing professional services, upon the death of a partner, upon a partner
becoming a disqualified person, or upon a transferable interest being transferred by operation
of law or court decree to a disqualified person, the transferable interest of the deceased
partner or of the disqualified person may be transferred to a qualified person and, if not
so transferred, subject to Section 10A-8A-4.09, shall be purchased by the limited liability
partnership as provided in this section. (b) If the price of the transferable interest is
not fixed by the partnership agreement, the limited liability partnership, within six months
after the death or 30 days after the disqualification or transfer, as the case may be, shall
make a written offer to pay to the holder of the transferable interest a specified price deemed
by the limited liability partnership to be the fair value of the...
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10A-8A-3.06
Section 10A-8A-3.06 Partner's liability. (a) Except as otherwise provided in subsection (b)
or subsection (c), all partners are liable jointly and severally for all obligations of the
partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted
as a partner into an existing partnership is not personally liable for any partnership obligation
incurred before the person's admission as a partner. (c) Except as set forth in subsection
(b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred
while the partnership is a limited liability partnership is solely the debt, obligation, or
other liability of the limited liability partnership. Except as set forth in subsection (b)
of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable
or accountable, directly or indirectly, including by way of indemnification, contribution,
assessment, or otherwise, for debts, obligations, and liabilities of,...
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