2013 New York Consolidated Laws
LLC - Limited Liability Company Law
Article 4 - (401 - 420) MANAGEMENT BY MEMBERS OR MANAGERS
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.