Nevada § 86.421 - Indemnification of manager, member, employee or agent: Proceeding by company

§ 86.421. Indemnification of manager, member, employee or agent: Proceeding 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 or suit by or in

the right of the company to procure a judgment in its favor 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 amounts paid in settlement and

attorneys' fees actually and reasonably incurred by the person in connection with

the defense or settlement of the action or suit if the person acted in good faith

and in a manner in which he or she reasonably believed to be in or not opposed to

the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such

a person has been adjudged by a court of competent jurisdiction, after exhaustion

of all appeals therefrom, to be liable to the company or for amounts paid in settlement

to the company, unless and only to the extent that the court in which the action or

suit was brought or other court of competent jurisdiction determines upon application

that in view of all the circumstances of the case, the person is fairly and reasonably

entitled to indemnity for such expenses as the court deems proper.