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 Subject to Section 1(c), the Company 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) , by reason of the fact that Indemnitee is or was (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act of 1933, as amended, as a person who is claimed about to be an Agent become a director of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of (3) serving at the fact that Indemnitee personally guaranteed any obligation request of the Company at any timeas a director, officer, employee or agent 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 (“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 Company, 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 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 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 The Company shall indemnify Director if Director was or is a party, party or is threatened to be made a party, party to any Proceeding 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 Director is or was or had agreed to serve as (so long as Director actually is claimed to be an Agent serving or did so serve) a director of the Company, or by reason of anything done is or not done by Indemnitee in any such capacity, was serving or by reason of had agreed to serve as a director (so long as Director actually is serving or did so serve) at the fact that Indemnitee personally guaranteed any obligation request of the Company at any timeas a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any and all Expenses and liabilities or any type whatsoever expenses (includingincluding attorneys’ fees), but not limited to, legal feesliabilities, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement) settlement actually and reasonably incurred by Indemnitee Director or on Director’s behalf in connection with the investigationsuch action, defensesuit or proceeding, settlement or and any appeal of such Proceedingtherefrom, if Indemnitee Director 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 Director 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 no reasonable cause to believe that IndemniteeDirector’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 Director did not satisfy the foregoing standard of conduct to the extent applicable thereto.

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 's conduct was unlawful.

Third Party Actions. If Indemnitee The Company shall indemnify Director if Director was or is a party, party or is threatened to be made a party, party to any Proceeding 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 Director is or was or had agreed to serve as (so long as Director actually is claimed to be an Agent serving or did so serve) a director of the Company, or by reason of anything done is or not done by Indemnitee in any such capacity, was serving or by reason of had agreed to serve as a director (so long as Director actually is serving or did so serve) at the fact that Indemnitee personally guaranteed any obligation request of the Company at any timeas a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any and all Expenses and liabilities or any type whatsoever expenses (includingincluding attorneys' fees), but not limited to, legal feesliabilities, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement) settlement actually and reasonably incurred by Indemnitee Director or on Director's behalf in connection with the investigationsuch action, defensesuit or proceeding, settlement or and any appeal of such Proceedingtherefrom, if Indemnitee Director 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 Director 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 no reasonable cause to believe that Indemnitee’s Director'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 Director did not satisfy the foregoing standard of conduct to the extent applicable thereto.

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 The Corporation shall indemnify any person who was or is a party, party or is threatened to be made a party, party to any Proceeding threatened, pending or completed action, suit, proceeding or investigation, whether civil, criminal or administrative, and whether external or internal to the Corporation (other than an a judicial action or suit brought by or in the right of the Company) Corporation), by reason of the fact that Indemnitee such person is or was a director, officer, employee, trustee or agent of the Corporation, or is claimed to be an Agent or was serving at the request of the CompanyCorporation as a director, officer, employee, trustee or by reason agent of anything done another corporation, partnership, joint venture, trust or not done by Indemnitee in any other enterprise (all such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any timepersons being referred to hereafter as an “Agent”), 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 settlement) settlement actually and reasonably incurred by Indemnitee the Agent in connection with such action, suit or proceeding if the investigation, defense, settlement or appeal of such Proceeding, if Indemnitee Agent acted in good faith and in a manner Indemnitee the Agent reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or, and with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons the Agent’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 (i) the Agent did not act in good faith and in a manner which Indemnitee the Agent reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, or (ii) with respect to any criminal action or proceeding, that the Agent had reasonable cause to believe that Indemniteethe Agent’s conduct was unlawful.

Third Party Actions. If Indemnitee The Company shall indemnify any person who was or is a party, party or is threatened to be made a party, party to any Proceeding threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action action, suit or proceeding by or in the right of the Company) by reason of the fact that Indemnitee he is or was a manager or is claimed to be an Agent officer of the Company (and the Company, or by reason in the discretion of anything done or not done by Indemnitee in any such capacitythe Board of Managers, or may so indemnify a person by reason of the fact that Indemnitee personally guaranteed any obligation he is or was an employee or agent of the Company or is or was serving at the request of the Company in any timeother capacity for or on behalf of the Company), to the fullest extent permitted by law, including indemnifying such person against any and all Expenses and liabilities or any type whatsoever expenses (including, but not limited to, legal including attorneys’ fees), judgments, decrees, fines, ERISA excise taxes or penalties, and amounts paid in settlement) settlement actually and reasonably incurred by Indemnitee him in connection with the investigationsuch action, defense, settlement suit or appeal of such Proceeding, proceeding if Indemnitee he acted in good faith and in a manner Indemnitee which he reasonably believed to be in or not opposed to the best interests of the Company, orCompany and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons his conduct was unlawful; provided, however, the Company shall be required to indemnify an officer or manager in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Managers. 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 or in a manner which Indemnitee he 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 Indemnitee’s his 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 by or in the right of the Company) by reason of the fact that the Indemnitee is or was a director, officer, employee or is claimed to be an Agent agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, 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 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, 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 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.

Third Party Actions. If Indemnitee The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party, party or is threatened to be made a party, party to 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 Companycorporation) by reason of the fact that Indemnitee he is or was a director, officer, employee, or agent of the corporation, or is claimed to be an Agent or was serving at the request of the Companycorporation as a director, officer, employee, or by reason agent of anything done another corporation, partnership, joint venture, trust, or not done by Indemnitee in other enterprise (any such capacitydirector or officer, or by reason of and any such other person whom the fact that Indemnitee personally guaranteed any obligation of the Company at any timecorporation decides to indemnify, a “Third Party Indemnitee”), 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, and amounts paid in settlement) settlement actually and reasonably incurred by Indemnitee him in connection with the investigationsuch action, defensesuit, settlement or appeal of such Proceeding, proceeding if Indemnitee he acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Companycorporation, orand, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons his conduct was unlawful; provided, however, that, except as provided in Section 10.04 below with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Third Party Indemnitee in connection with a proceeding (or part thereof) initiated by such Third Party Indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The termination of any action, suit suit, or proceeding by judgment, order, settlement, or 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 he reasonably believed to be in or not opposed to the best interests of the Companycorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Actions. If Indemnitee The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party, party or is threatened to be made a party, party to 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 Companycorporation) by reason of the fact that Indemnitee he is or was a director, officer, employee, or agent of the corporation, or is claimed to be an Agent or was serving at the request of the Companycorporation as a director, officer, employee, or by reason agent of anything done another corporation, partnership, joint venture, trust, or not done by Indemnitee in other enterprise (any such capacitydirector or officer, or by reason of and any such other person whom the fact that Indemnitee personally guaranteed any obligation of the Company at any timecorporation decides to indemnify, a “Third Party Indemnitee”), 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, and amounts paid in settlement) settlement actually and reasonably incurred by Indemnitee him in connection with the investigationsuch action, defensesuit, settlement or appeal of such Proceeding, proceeding if Indemnitee he acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Companycorporation, orand, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons his conduct was unlawful; provided, however, that, except as provided in Section 10.04 below with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such Third Party Indemnitee in connection with a proceeding (or part thereof) initiated by such Third Party Indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The termination of any action, suit suit, or proceeding by judgment, order, settlement, or 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 he reasonably believed to be in or not opposed to the best interests of the Companycorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s his conduct was unlawful.

Third Party Actions. If Indemnitee was or the Employee is made a party, party or is threatened to be made a party, party to any Proceeding threatened, pending or completed action or proceeding, whether civil, criminal, administrative (other than an action by or in the right of the Company) Employer), by reason of the fact that Indemnitee the Employee is or was an employee or agent of the Employer, or is claimed to be an Agent or was serving at the request of the CompanyEmployer as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or by reason of anything done or not done by Indemnitee in any such capacityother enterprise, or by reason of the fact that Indemnitee personally guaranteed any obligation of Employer shall indemnify the Company at any time, Employee 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 settlement) settlement actually and reasonably incurred by Indemnitee the Employee in connection with the investigation, defense, settlement action or appeal of such Proceeding, proceeding if Indemnitee the Employee acted in good faith and in a manner Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests interest of the Company, orEmployer and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe such persons his conduct was unlawful; provided, however, the Employer shall indemnify Employee in connection with any action or proceeding initiated by Employee only if such action or proceeding was authorized by the Employer's Board of Directors. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, settlement or conviction or upon a plea of nolo contendere or its equivalent, equivalent shall not, not of itself, itself create a presumption that Indemnitee the Employee did not act in good faith and in a manner which Indemnitee that he reasonably believed to be in in, or not opposed to to, the best interests interest of the Company, Employer and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s his 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.