N.Y. Limited Liability Company Law § 420: Indemnification

§ 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.