§ 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.