ยง 420. Indemnification. Subject to the standards and restrictions, if
any, set forth in its operating agreement, a limited liability company
may, and shall have the power to, indemnify and hold harmless, and
advance expenses to, any member, manager or other person, or any
testator or intestate of such member, manager or other person, from and
against any and all claims and demands whatsoever; provided, however,
that no indemnification may be made to or on behalf of any member,
manager or other person if a judgment or other final adjudication
adverse to such member, manager or other person establishes (a) that his
or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated or (b) that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
Structure New York Laws
LLC - Limited Liability Company Law
Article 4 - Management by Members or Managers
401 - Management of the Limited Liability Company by Members.
402 - Voting Rights of Members.
405 - Notice of Meetings of Members.
407 - Action by Members Without a Meeting.
410 - Qualification of Managers.
412 - Agency of Members or Managers.
413 - Election and Term of Managers.
414 - Removal or Replacement of Managers.
415 - Resignation of Managers.
418 - Classes and Voting of Members.