Common use of Binding Effect; Successors and Assigns Clause in Contracts

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company and (b) spouses, heirs, personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor successor, by purchase, merger, consolidation or otherwise otherwise, to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company (and (b) the Company may assign its rights and obligations in connection with any such transaction without the consent of any Indemnitee), spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether any Indemnitee continues to serve as a director an agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company (and (b) the Company may assign its rights and obligations under this Agreement in connection with any such transaction without the consent of Indemnitee), spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director director, officer, employee, agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company (and (b) the Company may assign its rights and obligations under this Agreement in connection with any such transaction without the consent of any Indemnitee), spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether any Indemnitee continues to serve as a director director, officer, employee, agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, legatees, devisees, successors, assigns, executors, administrators, trustees and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company (and (b) the Company may assign its rights and obligations in connection with any such transaction without the consent of the Indemnitee), spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether the Indemnitee continues to serve as a director director, officer, employee, agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company (and (b) the Company may assign its rights and obligations in connection with any such transaction without the consent of any Indemnitee), spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether any Indemnitee continues to serve as a director an agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s 's request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company (and (b) the Company may assign its rights and obligations under this Agreement in connection with any such transaction without the consent of any Indemnitee), spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Director or Officer or any Indemnitee continues to serve as a director director, officer, employee, agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company (and (b) the Company may assign its rights and obligations in connection with any such transaction without the consent of any Indemnitee), spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether any Indemnitee continues to serve as a director director, officer, employee, agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s 's request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, Indemnitee’s spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of of, and be enforceable by by, the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor successor, by purchase, merger, consolidation or otherwise otherwise, to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, or substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company Company), and (b) with respect to Indemnitee, spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to any Proceeding regardless of whether Indemnitee continues to serve as a director director, officer, employee, agent or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s 's request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (including those persons and entities included in the definition of “Indemnitee” in Section 2(a) above) and their respective successors and assignssuccessors, assigns (including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or or assets of the Company and (b) Company), spouses, heirs, heirs and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect director indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director director, officer, employee, agent or fiduciary (as applicable) of the Company or as a director, officer, employee or agent of any other enterprise enterprise, including subsidiaries of the Company, at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor by purchase, merger, amalgamation, consolidation or otherwise to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, amalgamation, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto hereto, and each Designating Party as provided in Sections 2(e) and 5(b), and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor successor, by purchase, merger, consolidation or otherwise otherwise, to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, or substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and successors, assigns, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company and (b) Company, spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Prior Agreement is expressly superseded in its entirety by this Agreement. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless of whether any Indemnitee continues to serve as a director director, officer, employee, agent, controlling person, or fiduciary of the Company or as a director, officer, employee or agent of any other enterprise enterprise, including subsidiaries of the Company, at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor successor, by purchase, merger, consolidation or otherwise otherwise, to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (including those persons and entities included in the definition of “Indemnitee” in Section 1(6) above) and their respective successors and assignssuccessors, assigns (including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or or assets of the Company and (b) Company), spouses, heirs, heirs and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director director, officer, employee, agent or fiduciary (as applicable) of the Company or as a director, officer, employee or agent of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company Company), and (b) with respect to Indemnitee, spouses, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to any Proceeding regardless of whether Indemnitee Xxxxxxxxxx continues to serve as a director of the Company or as a director, officer, employee employee, agent or agent fiduciary of the Company or of any other enterprise at the Company’s request.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor successor, by purchase, merger, consolidation or otherwise otherwise, to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including, including (a) with respect to the Company, any direct or indirect successor by purchase, merger, consolidation or otherwise to all, substantially all or substantially all a substantial part of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, partner, trustee, employee or agent of any Covered Entity and shall inure to the benefit of the heirs, executors, administrators or other enterprise at successors of the Company’s requestestate of Indemnitee.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the General Partner, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company General Partner) and (b) spouseswith respect to Indemnitees, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company General Partner shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the CompanyGeneral Partner, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company General Partner would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee Indemnitees continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto hereto, and the VPC Parties as provided in Sections 2(e) and 5(b), and their respective successors and assignsassigns (including with respect to the Company, including (a) any direct or indirect successor successor, by purchase, merger, consolidation or otherwise otherwise, to all or substantially all of the business and/or assets of the Company Company) and (b) spouseswith respect to Indemnitee, his spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assignsassigns (including with respect to the Company and EMJ, including (a) any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company or EMJ) and (b) spouseswith respect to Indemnitee, his or her spouse, heirs, and personal and legal representatives, executors and administrators of Indemnitee. The Company or EMJ shall use its reasonable best efforts to require and cause any successor or assign (whether direct or indirect indirect, by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the CompanyCompany or EMJ, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company or EMJ would be required to perform if no such succession or assignment had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, employee employee, controlling person, agent or agent fiduciary of any other enterprise at the Company’s requestCovered Entity.