Common use of Third Party Actions Clause in Contracts

Third Party Actions. If Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, against any and all Expenses and liabilities or any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or Proceeding, had no reasonable cause to believe such persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee 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 reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Actions. If The Company shall indemnify and hold harmless the Indemnitee if the Indemnitee was or is a party, party or is threatened to be made a partyparty to, to or is involved in any Proceeding threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action action, suit or proceeding by or in the right of the Company) by reason of the fact that the Indemnitee is or was a director or is claimed to be an Agent officer of the Company, or by reason of anything done is or not done by Indemnitee in any such capacity, or by reason of was serving at the fact that Indemnitee personally guaranteed any obligation request of the Company at any timeas a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against any and all Expenses and liabilities or any type whatsoever expenses (including, but not limited to, legal including attorneys’ fees), judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlementsettlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding if the investigation, defense, settlement or appeal of such Proceeding, if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, and with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons the Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of in itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Third Party Actions. If The Company (for itself and its direct and indirect subsidiaries, including, without limitation, Kraton Polymers LLC) shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 1(a) if Indemnitee was or is a party, party or is threatened to be made a partyparty to, to or is otherwise involved in (including as a witness) any Proceeding threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action Proceeding by or in the right of the Company) ), by reason of the fact that Indemnitee is or was or is claimed has agreed to be an Agent become a director, officer, employee or agent of the Company, or by reason is or was serving or has agreed to serve at the request of anything done the Company as a director, officer, employee or not done by Indemnitee in any such capacityagent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any timeaction alleged to have been taken or omitted in such capacity, against any and all Expenses and liabilities or any type whatsoever expenses (including, but not limited to, legal including attorneys’ fees), judgments, fines, ERISA excise taxes or penalties, liabilities and amounts paid in settlementsettlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the investigation, defense, settlement such Proceeding or any appeal of such Proceeding, therefrom if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, orand, with respect to any criminal action or Proceeding, had no reasonable cause to believe such persons Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of in itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal action or proceedingProceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. For all purposes of this Agreement, the term “the Company” shall, as the context reasonably requires, include Kraton Performance Polymers, Inc. and all of its direct and indirect subsidiaries, including, without limitation, Kraton Polymers LLC, and the indemnities and protections set forth in this Agreement shall also apply to any applicable action(s) hereunder that the Indemnitee has undertaken or may undertake on behalf of any such direct or indirect subsidiary of the Company.

Third Party Actions. If Indemnitee was or Each of the Corporation, Sequiam and BGI ------------------- hereby indemnifies Employee in the event that Employee is a party, or is threatened to be made a party, to any Proceeding proceeding (other than an action proceeding by or in the right of the any Related Company to procure a judgment in such Related Company's favor) by reason of the fact that Indemnitee is Employee's status as an officer, director, agent or was or is claimed to be an Agent employee of the such Related Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, against any and all Expenses and liabilities or any type whatsoever (including, but not limited to, legal feesexpenses, judgments, fines, ERISA excise taxes or penaltiessettlements, and other amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, proceeding if Indemnitee Employee acted in good faith and in a manner Indemnitee that Employee reasonably believed to be in or not opposed to the such Related Company's best interests and, in the case of the Companya criminal proceeding, or, with respect to any criminal action or Proceeding, Employee had no reasonable cause to believe such persons Employee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, equivalent shall not, of itself, create a any presumption that Indemnitee (a) Employee did not act in good faith and or in a manner which Indemnitee Employee reasonably believed to be in or not opposed to the such Related Company's best interests of the Company, and, with respect to any criminal action or proceeding, (b) Employee had no reasonable cause to believe that Indemnitee’s Employee's conduct was unlawful.

Third Party Actions. If Subject to Section 1(c), the LP will indemnify Indemnitee if Indemnitee was or is a party, or is threatened to be made a party, party to any Proceeding threatened, pending or completed action, suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (an “Action”), other than an action Action by or in the right of the Company) LP, by reason of the fact that Indemnitee is or was (1) a director, officer, employee or is claimed to be an Agent agent of the CompanyLP, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason (2) serving at the request of the fact that Indemnitee personally guaranteed any obligation LP as a director, officer, employee or agent of the Company at any timeanother corporation, partnership, joint venture, trust or other enterprise, against any and all Expenses and liabilities or any type whatsoever expenses (including, but not limited to, legal including attorneys’ fees), judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlementsettlement (“Losses”) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, that Action if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyLP, orand, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall will not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyLP, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Actions. If The Company shall indemnify and hold harmless Indemnitee if Indemnitee was or is a party, party or is threatened to be made a partyparty to, to or is involved in any Proceeding threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director or is claimed to be an Agent officer of the Company, or by reason of anything done is or not done by Indemnitee in any such capacity, or by reason of was serving at the fact that Indemnitee personally guaranteed any obligation request of the Company at any timeas a director or officer of another corporation, partnership, joint venture trust or other enterprise, against any and all Expenses and liabilities or any type whatsoever expenses (including, but not limited to, legal including attorneys' fees), judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlementsettlement (if such settlement is approved in advance by the Company) actually and reasonably incurred by Indemnitee in connection with the investigationsuch action, defense, settlement suit or appeal of such Proceeding, proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, and with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of in itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Actions. If Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, against any and all Expenses and liabilities or any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA ▇▇▇▇▇ excise taxes or penalties, and amounts paid in settlement) reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or Proceeding, had no reasonable cause to believe such persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee 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 reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a partyis, or is threatened to be made made, a partyparty to or a participant in, to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, shall indemnify the Indemnitee against any and all Expenses expenses and liabilities or of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or and penalties, and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, if provided the Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, orand, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee the person did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful.

Third Party Actions. If Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, against any and all Expenses and liabilities or of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or Proceeding, had no reasonable cause to believe such persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee 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 reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Third Party Actions. If The Company shall indemnify and hold harmless Indemnitee if Indemnitee was or is a party, party or is threatened to be made a partyparty to, to or is involved in any Proceeding threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director or is claimed to be an Agent officer of the Company, or by reason of anything done is or not done by Indemnitee in any such capacity, or by reason of was serving at the fact that Indemnitee personally guaranteed any obligation request of the Company at any timeas a director or officer of another corporation, partnership, joint venture trust or other enterprise, against any and all Expenses and liabilities or any type whatsoever expenses (including, but not limited to, legal including attorneys’ fees), judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlementsettlement (if such settlement is in advance and in writing approved by the Company) actually and reasonably incurred by Indemnitee in connection with the investigationsuch action, defense, settlement suit or appeal of such Proceeding, proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, and with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of in itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Actions. If Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, against any and all Expenses and liabilities or any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or Proceeding, had no reasonable cause to believe such persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee 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 reasonable cause to believe that Indemnitee’s 's conduct was unlawful.