Common use of Third Party Actions Clause in Contracts

Third Party Actions. The Company shall indemnify and hold harmless the Indemnitee if the Indemnitee was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an 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 officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (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 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, and with respect to any criminal action or proceeding, had no reasonable cause to believe 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, 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. The Company (for itself and its direct and indirect subsidiaries, including, without limitation, Kraton Polymers LLC) shall indemnify and indemnify, hold harmless and exonerate Indemnitee in accordance with the Indemnitee provisions of this Section 1(a) if the Indemnitee was or is a party or is threatened to be made a party to, or is otherwise involved in (including as a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action, suit or proceeding Proceeding by or in the right of the Company) ), by reason of the fact that the Indemnitee is or was or has agreed to become a director director, officer, employee or officer agent of the Company, or is or was serving or has agreed to serve at the request of the Company as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys’ fees), judgments, fines fines, liabilities and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee or on his or her behalf in connection with such action, suit Proceeding or proceeding any appeal therefrom if the Indemnitee acted in good faith and in a manner the which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe the 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, 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 proceedingProceeding, had reasonable cause to believe that the 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. The Subject to Section 1(c), the Company shall will indemnify and hold harmless the Indemnitee if the Indemnitee was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (an “Action”), other than an action, suit or proceeding Action by or in the right of the Company) , by reason of the fact that the 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 about to become a director or officer of the Company, or is or was (3) serving at the request of the Company as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld“Losses”) actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding that Action 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, and and, with respect to any criminal action or proceeding, had no reasonable cause to believe the 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, in of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the that 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. The Company Corporation shall indemnify and hold harmless the Indemnitee if the Indemnitee any person who was or is a party or is threatened to be made a party to, or is involved in to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative investigative, including all appeals (other than an action, suit or proceeding by or in the right of the CompanyCorporation) by reason of the fact that the Indemnitee he or she is or was a director or officer of the CompanyCorporation (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Company as a director or officer of Corporation in any other capacity for another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys’ ' fees), judgments, fines decrees, fines, penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee him or her in connection with such action, suit or proceeding if the Indemnitee he or she acted in good faith and in a manner the Indemnitee which he or she reasonably believed to be in or not opposed to the best interests of the CompanyCorporation and, and with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s his or her 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, in of itself, create a presumption that the Indemnitee person did not act in good faith and or in a manner which the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s his conduct was unlawful. Notwithstanding the foregoing, the Corporation shall be required to indemnify a director or officer 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 Directors.

Third Party Actions. The Company shall indemnify and hold harmless If the Indemnitee if the Indemnitee is a person who was or is a party is, or is threatened to be made made, a party toto or a participant in, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative proceeding (other than an action, suit or proceeding action by or in the right of the Company) by reason of the fact that the Indemnitee is or was a director or officer an agent of the Company, or is by reason of anything done or was serving at the request of not done by Indemnitee in any such capacity, the Company as a director or officer shall indemnify the Indemnitee against any and all expenses and liabilities of another corporationany type whatsoever (including, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)but not limited to, judgments, fines fines, ERISA excise taxes and penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheldsettlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such actionproceeding, suit or proceeding if provided 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 CompanyCompany and its stockholders, and and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s '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, in of itself, create a presumption that the Indemnitee person 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, that Indemnitee had reasonable cause to believe that the Indemnitee’s 's conduct was unlawful.

Third Party Actions. The Company shall Subject to Section 1(c), the LP will indemnify and hold harmless the Indemnitee if the Indemnitee was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (an “Action”), other than an action, suit or proceeding Action by or in the right of the Company) LP, by reason of the fact that the Indemnitee is or was (1) a director director, officer, employee or officer agent of the CompanyLP, or is or was (2) serving at the request of the Company LP as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld“Losses”) actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding that Action 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 CompanyLP, and and, with respect to any criminal action or proceeding, had no reasonable cause to believe the 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, in of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company LP, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Third Party Actions. The Company corporation shall indemnify any director or officer of the corporation, and hold harmless the Indemnitee if the Indemnitee may indemnify any other person, who was or is a party or is threatened to be made a party to, or is involved in to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding action by or in the right of the Companycorporation) by reason of the fact that the Indemnitee he is or was a director director, officer, employee, or officer agent of the Companycorporation, or is or was serving at the request of the Company corporation as a director director, officer, employee, or officer agent of another corporation, partnership, joint venture, trust trust, or other enterpriseenterprise (any such director or officer, and any such other person whom the corporation decides to indemnify, a “Third Party Indemnitee”), against expenses (including attorneys’ fees), judgments, fines fines, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee him in connection with such action, suit suit, or proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Companycorporation, and and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s 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, in of itself, create a presumption that the Indemnitee person did not act in good faith and in a manner which the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s his conduct was unlawful.

Third Party Actions. The Company shall indemnify and hold harmless the Indemnitee if the Indemnitee any person who was or is a party or is threatened to be made a party to, or is involved in to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative investigative, including all appeals (other than an action, suit or proceeding by or in the right of the Company) by reason of the fact that the Indemnitee he is or was a director manager or officer of the Company (and the Company, in the discretion of the Board of Managers, may so indemnify a person by reason of the fact that he is or was an employee or agent of the Company or is or was serving at the request of the Company as a director in any other capacity for or officer on behalf of another corporationthe Company), partnershipto the fullest extent permitted by law, joint venture, trust or other enterprise, including indemnifying such person against expenses (including attorneys’ fees), judgments, fines decrees, fines, penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee him in connection with such action, suit or proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee which he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s 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, in of itself, create a presumption that the Indemnitee person did not act in good faith and or in a manner which the Indemnitee he 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 his conduct was unlawful.

Third Party Actions. The Company shall indemnify and hold harmless If the Indemnitee if the Indemnitee was or Employee is made a party or is threatened to be made a party to, or is involved in to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding action by or in the right of the Company) Employer), by reason of the fact that the Indemnitee Employee is or was a director an employee or officer agent of the CompanyEmployer, or is or was serving at the request of the Company Employer as a director or officer representative of another corporationdomestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, the Employer shall indemnify the Employee against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee Employee in connection with such action, suit the action or proceeding if the Indemnitee Employee acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests interest of the CompanyEmployer and, and with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s 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, in itself, not of itself create a presumption that the Indemnitee Employee did not act in good faith and in a manner which the 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 the Indemnitee’s his conduct was unlawful.

Third Party Actions. The Company shall indemnify and hold harmless the Indemnitee if the Indemnitee was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an 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 officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement (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 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, and with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s '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, 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 's conduct was unlawful.

Third Party Actions. The Company shall indemnify and hold harmless the Indemnitee if the Indemnitee was or is a party or is threatened to be made a party to, or is involved in any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding action by or in the right of the Company) by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, venture trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance and in writing approved 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 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, and with respect to any criminal action or proceeding, had no reasonable cause to believe 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, 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 interest 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. The Company shall indemnify and hold harmless the Indemnitee Director if the Indemnitee Director was or is a party or is threatened to be made a party to, or is involved in to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding action by or in the right of the Company) by reason of the fact that the Indemnitee Director is or was or had agreed to serve as (so long as Director actually is serving or did so serve) a director or officer of the Company, or is or was serving or had agreed to serve as a director (so long as Director actually is serving or did so serve) at the request of the Company as a director director, officer, employee or officer agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any and all expenses (including attorneys’ ' fees), liabilities, judgments, penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee Director or on Director's behalf in connection with such action, suit or proceeding proceeding, and any appeal therefrom, if the Indemnitee Director acted in good faith and in a manner the Indemnitee Director reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s Director's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent shall not, in of itself, create a presumption that the Indemnitee Director did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct 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 unlawfulextent applicable thereto.

Third Party Actions. The Company corporation shall indemnify any director or officer of the corporation, and hold harmless the Indemnitee if the Indemnitee may indemnify any other person, who was or is a party or is threatened to be made a party to, or is involved in to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding action by or in the right of the Companycorporation) by reason of the fact that the Indemnitee he is or was a director director, officer, employee, or officer agent of the Companycorporation, or is or was serving at the request of the Company corporation as a director director, officer, employee, or officer agent of another corporation, partnership, joint venture, trust trust, or other enterpriseenterprise (any such director or officer, and any such other person whom the corporation decides to indemnify, a “Third Party Indemnitee”), against expenses (including attorneys’ fees), judgments, fines fines, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee him in connection with such action, suit suit, or proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Companycorporation, and and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s 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, in of itself, create a presumption that the Indemnitee person did not act in good faith and in a manner which the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s his conduct was unlawful.

Third Party Actions. The Company Corporation shall indemnify and hold harmless the Indemnitee if the Indemnitee any person who was or is a party or is threatened to be made a party to, or is involved in to any threatened, pending or completed action, suit suit, proceeding or proceedinginvestigation, whether civil, criminalcriminal or administrative, administrative and whether external or investigative internal to the Corporation (other than an action, a judicial action or suit or proceeding brought by or in the right of the Company) Corporation), by reason of the fact that the Indemnitee such person is or was a director director, officer, employee, trustee or officer agent of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director director, officer, employee, trustee or officer agent of another corporation, partnership, joint venture, trust or other enterpriseenterprise (all such persons being referred to hereafter as an “Agent”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee Agent in connection with such action, suit or proceeding if the Indemnitee Agent acted in good faith and in a manner the Indemnitee Agent 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 no reasonable cause to believe the IndemniteeAgent’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, in of itself, create a presumption that (i) the Indemnitee Agent did not act in good faith and in a manner which the Indemnitee Agent reasonably believed to be in or not opposed to the best interests of the Company andCorporation, or (ii) with respect to any criminal action or proceeding, that the Agent had reasonable cause to believe that the IndemniteeAgent’s conduct was unlawful.

Third Party Actions. The Company shall indemnify and hold harmless the Indemnitee Director if the Indemnitee Director was or is a party or is threatened to be made a party to, or is involved in to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding action by or in the right of the Company) by reason of the fact that the Indemnitee Director is or was or had agreed to serve as (so long as Director actually is serving or did so serve) a director or officer of the Company, or is or was serving or had agreed to serve as a director (so long as Director actually is serving or did so serve) at the request of the Company as a director director, officer, employee or officer agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any and all expenses (including attorneys’ fees), liabilities, judgments, penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee Director or on Director’s behalf in connection with such action, suit or proceeding proceeding, and any appeal therefrom, if the Indemnitee Director acted in good faith and in a manner the Indemnitee Director reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal action or proceeding, had no reasonable cause to believe the IndemniteeDirector’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent, equivalent shall not, in of itself, create a presumption that the Indemnitee Director did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct 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 unlawfulextent applicable thereto.