Nevada § 86.411 - Indemnification of manager, member, employee or agent: Proceeding other than by company

§ 86.411. Indemnification of manager, member, employee or agent: Proceeding other than by company

A limited-liability company may indemnify any person who was or is a party or is threatened

to be made a party to any threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative, except an action by or in

the right of the company, by reason of the fact that the person is or was a manager,

member, employee or agent of the company, or is or was serving at the request of the

company as a manager, member, employee or agent of another limited-liability company,

corporation, partnership, joint venture, trust or other enterprise, against expenses,

including attorney's fees, judgments, fines and amounts paid in settlement actually

and reasonably incurred by the person in connection with the action, suit or proceeding

if the person acted in good faith and in a manner which he or she reasonably believed

to be in or not opposed to the best interests of the company, and, with respect to

any criminal action or proceeding, had no reasonable cause to believe the conduct

was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement

or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself,

create a presumption that the person did not act in good faith and in a manner which

he or she reasonably believed to be in or not opposed to the best interests of the

limited-liability company, and that, with respect to any criminal action or proceeding,

he or she had reasonable cause to believe that the conduct was unlawful.