Nevada § 78.751 - Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses

§ 78.751. Mandatory indemnification of directors, officers, employees and agents; advancement of expenses; other rights to indemnification and advancement of expenses; primary obligor with respect to indemnification or advancement of expenses; effect of amendment to provision of articles or bylaws providing right to indemnification or advancement of expenses

1. A corporation shall indemnify any person who is a director, officer, employee or

agent to the extent that the person is successful on the merits or otherwise in defense

of: (a) Any threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative or investigative, including, without limitation, an action

by or in the right of the corporation, by reason of the fact that the person is or

was a director, officer, employee or agent of the corporation, or is or was serving

at the request of the corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise; or (b) Any claim, issue or matter therein, against expenses actually and reasonably incurred by the person in connection with

defending the action, including, without limitation, attorney's fees. 2. Unless otherwise restricted by the articles of incorporation, the bylaws or an

agreement made by the corporation, the corporation may pay the expenses of officers

and directors incurred in defending a civil or criminal action, suit or proceeding

as they are incurred and in advance of the final disposition of the action, suit or

proceeding, upon receipt of an undertaking by or on behalf of the director or officer

to repay the amount if it is ultimately determined by a court of competent jurisdiction

that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, the bylaws or an agreement made by the corporation

may require the corporation to pay such expenses upon receipt of such an undertaking. The provisions of this subsection do not affect any rights to advancement of expenses

to which corporate personnel other than directors or officers may be entitled under

any contract or otherwise by law. 3. The indemnification pursuant to this section and NRS 78.7502 and the advancement of expenses authorized in or ordered by a court pursuant to this

section: (a) Does not exclude any other rights to which a person seeking indemnification or

advancement of expenses may be entitled under the articles of incorporation or any

bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for

either an action in the person's official capacity or an action in another capacity

while holding office, except that indemnification, unless ordered by a court pursuant

to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made

to or on behalf of any director or officer finally adjudged by a court of competent

jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional

misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation

was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent

and inures to the benefit of the heirs, executors and administrators of such a person. 4. Unless the articles of incorporation, the bylaws or an agreement made by a corporation

provide otherwise, if a person is entitled to indemnification or the advancement of

expenses from the corporation and any other person, the corporation is the primary

obligor with respect to such indemnification or advancement. 5. A right to indemnification or to advancement of expenses arising under a provision

of the articles of incorporation or any bylaw is not eliminated or impaired by an

amendment to such provision after the occurrence of the act or omission that is the

subject of the civil, criminal, administrative or investigative action, suit or proceeding

for which indemnification or advancement of expenses is sought, unless the provision

in effect at the time of such act or omission explicitly authorizes such elimination

or impairment after such act or omission has occurred.