Nevis Limited Liability Company Ordinance

PART IX
RELATIONS OF MEMBERS
AND MANAGERS TO THE
LIMITED LIABILITY COMPANY
Conflicts of 49. No contract, loan or other transaction between a limited liability
interest company and one or more of its members or managers, or between a limited liability
company and any other person in which one or more of its members or managers are
members or managers who have a substantial financial interest, shall be either void or
voidable for this reason alone if the material facts as to such member's or manager's
interest in such contract or transaction and as to any such common membership,
officership or financial interest are disclosed in good faith or known to the limited
liability company, and the limited liability company approves such contract or
transaction by a vote sufficient for such purpose.
Indemnification 50. (1) A limited liability company shall have power to indemnify
of members and hold harmless any person who was or is a party or is threatened to be
or managers made a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative, including an action by or in the
right of the limited liability company, by reason of the fact that he is or was a member
or manager of the limited liability company, or is or was serving at the request of the
limited liability company as a manager, director, or officer of another person, against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding.
(2) To the extent that a member or manager of a limited liability company has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsection (1), or in the defense of a claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
(3) Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid in advance of the final disposition of such action, suit or proceeding
as authorized by the duly authorized members or managers, as the case may be,
in the specific case upon receipt of an undertaking by or on behalf of the
member or manager to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the limited liability company
as authorized in this action.
(4) A limited liability company shall have power to purchase and maintain
insurance on behalf of any person who is or was a member or manager of the
limited liability company or is or was serving at the request of the limited
liability company as a manager, director or officer of another person against any
liability asserted against him and incurred by him in.such capacity whether or
not the limited liability company would have the power to indemnify him
against such liability under the provisions of this section.