The articles of organization or any operating agreement may provide for indemnification of any person for acts or omissions as a member, manager, employee or agent and may eliminate or limit the liability of a member, manager, employee or agent to the limited liability company or its members for damages from such acts or omissions. However, no such provision shall eliminate or limit the liability or provide for indemnification of a member of a member-managed limited liability company or a manager of a manager-managed limited liability company for any act or omission occurring prior to the date when such provision became effective, and no such provision shall eliminate or limit the liability or provide for indemnification of a member or manager for: (1) Any breach of the members or managers duty of loyalty to the limited liability company or its members; (2) Acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law; (3) Any unlawful distribution under ORS 63.235; or (4) Any transaction from which the member or manager derives an improper personal benefit.
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