N.Y. LLC Law § 420

§ 420. Indemnification. Subject to the standards and restrictions, if\nany, set forth in its operating agreement, a limited liability company\nmay, and shall have the power to, indemnify and hold harmless, and\nadvance expenses to, any member, manager or other person, or any\ntestator or intestate of such member, manager or other person, from and\nagainst any and all claims and demands whatsoever; provided, however,\nthat no indemnification may be made to or on behalf of any member,\nmanager or other person if a judgment or other final adjudication\nadverse to such member, manager or other person establishes (a) that his\nor her acts were committed in bad faith or were the result of active and\ndeliberate dishonesty and were material to the cause of action so\nadjudicated or (b) that he or she personally gained in fact a financial\nprofit or other advantage to which he or she was not legally entitled.\n