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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 50 contracts

Samples: Indemnification Agreement (Green Giant Enterprise Inc.), Indemnification Agreement (NFT LTD), Indemnification Agreement (Genvor Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 34 contracts

Samples: Board of Directors Agreement (Cyber App Solutions Corp.), Board of Directors Agreement (Kaival Brands Innovations Group, Inc.), Board of Directors Agreement (Kaival Brands Innovations Group, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 21 contracts

Samples: Indemnification Agreement (Cheniere Energy Partners, L.P.), Indemnification Agreement (Cheniere Energy, Inc.), Indemnification Agreement (Cheniere Energy, Inc.)

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,~~ successors and assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a ~~director, officer, employee, agent or fiduciary~~ director of the Company or of any other enterprise at the Company’s request.

Appears in 21 contracts

Samples: Indemnification Agreement (Sevion Therapeutics, Inc.), Indemnification Agreement (Senesco Technologies Inc), Indemnification Agreement (Senesco Technologies Inc)

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 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request. The Company and Indemnitee agree that the Third-Party Indemnitors are express third party beneficiaries of this Agreement.

Appears in 20 contracts

Samples: Indemnification Agreement (Rightside Group, Ltd.), Indemnification Agreement (Mavenir Systems Inc), Indemnification Agreement (Iroko Pharmaceuticals Inc.)

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~~successors and assigns (including with respect to the Company, ~~assigns, including~~ 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 with respect to Indemnitee, ~~spouses~~his or her spouse, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable~~ Indemnification Events regardless of whether Indemnitee continues to serve as a director, officer, employee, controlling person, agent or fiduciary of ~~the Company or of~~ any ~~other enterprise at the Company’s request~~Covered Entity.

Appears in 15 contracts

Samples: Indemnification Agreement (Cellectar Biosciences, Inc.), Indemnification Agreement (Virgin Group Acquisition Corp. II), Indemnification Agreement (IO Biotech, Inc.)

Binding Effect; Successors and Assigns. This Agreement shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.. [The Company and Indemnitee agree that the Fund Indemnitors (as defined in Section 18 below) are express third party beneficiaries of this Agreement.]2

Appears in 14 contracts

Samples: Indemnification Agreement (PLBY Group, Inc.), Indemnification Agreement (Corsair Gaming, Inc.), Indemnification Agreement (Revolution Medicines, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s 's request.

Appears in 12 contracts

Samples: Indemnification Agreement (Peoplepc Inc), Indemnification Agreement (Therasense Inc), Indemnification Agreement (Neomagic Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 reasonably 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 Indemnifiable Events regardless of whether the Indemnitee continues to serve as a ~~director, officer, employee, agent~~ director or ~~fiduciary~~ officer of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 12 contracts

Samples: Indemnification Agreement (MINISO Group Holding LTD), Form of Indemnification Agreement (Kaixin Auto Holdings), Form of Indemnification Agreement (Hexindai Inc.)

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, assigns, including 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, spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether the Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 11 contracts

Samples: Indemnification Agreement (Marinus Pharmaceuticals, Inc.), Indemnification Agreement (Marinus Pharmaceuticals, Inc.), Indemnification Agreement (Marinus Pharmaceuticals Inc)

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be ~~enforceable~~ enforceable by the parties hereto and their respective successors, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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~~ in respect to of Claims relating to Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 10 contracts

Samples: Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

Appears in 10 contracts

Samples: Indemnification Agreement (Codexis, Inc.), Indemnification Agreement (Mad Catz Interactive Inc), Indemnification Agreement (LRAD Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 9 contracts

Samples: Indemnification Agreement (Activecare, Inc.), Indemnification Agreement (Fischer Imaging Corp), Indemnification Agreement (Fischer Imaging Corp)

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, assigns, including 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, spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a ~~director, officer, employee, agent~~ director or ~~fiduciary~~ officer of the Company or of any other enterprise at the Company’s request.

Appears in 9 contracts

Samples: Indemnification Agreement (Talon International, Inc.), Indemnification Agreement (Ironclad Performance Wear Corp), Indemnification Agreement (Iris International Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 9 contracts

Samples: Board of Directors Agreement (Apollo Medical Holdings, Inc.), Board of Directors Agreement (Apollo Medical Holdings, Inc.), Board of Directors Agreement (Apollo Medical Holdings, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a ~~director, officer, employee, agent~~ director or ~~fiduciary~~ officer of the Company or of any other enterprise at the Company’s request.

Appears in 8 contracts

Samples: Indemnification Agreement (Superconductor Technologies Inc), Indemnification Agreement (Superconductor Technologies Inc), Indemnification Agreement (Innovative Card Technologies Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a ~~director, officer, employee, agent or fiduciary~~ director of the Company or of any other enterprise at the Company’s 's request.

Appears in 7 contracts

Samples: Indemnification Agreement (Ultimate Electronics Inc), Indemnification Agreement (Prophet 21 Inc), Indemnification Agreement (Eccs Inc)

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,~~ successors and permitted assigns, ~~including 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, spouses, heirs,~~ heirs and personal and legal representatives. The Company may not assign its obligations under this Agreement to any individual or entity except by operation of law to an entity acquiring all or substantially all of the business and/or, as the case may be, assets of the Company (a "Successor") and, in any such case, the Company shall continue to be obligated hereunder. The Company shall 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,~~ Successor 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve ~~as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request~~in an Indemnified Capacity.

Appears in 7 contracts

Samples: Indemnification Agreement (Talk Com), Indemnification Agreement (Talk Com), Indemnification Agreement (Talk Com)

Appears in 6 contracts

Samples: Indemnification Agreement (Roomlinx Inc), Indemnification Agreement (Seranova Inc), Employment Agreement (Intelligroup Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 reasonably 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

Appears in 6 contracts

Samples: Indemnification Agreement (Verso Corp), Indemnification Agreement (Dealertrack Technologies, Inc), Indemnification Agreement (ADS Tactical, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a ~~director, officer, employee, agent~~ director or ~~fiduciary~~ officer of the Company or of any other enterprise at the Company’s 's request.

Appears in 6 contracts

Samples: Indemnification Agreement (Ivillage Inc), Indemnification Agreement (Transcrypt International Inc), Indemnification Agreement (Focal Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 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, provided that if the Company continues to exist it shall remain jointly and severally liable with such successor for the obligations hereunder. This Agreement shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries and employee benefit plans of the Company, at the Company’s 's request.

Appears in 5 contracts

Samples: Indemnification Agreement (Profire Energy Inc), Indemnification Agreement (Sco Group Inc), Indemnification Agreement (Ensign Group, Inc)

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, assigns, including 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~~Corporation, spouses, heirs, and personal and legal representatives. The ~~Company~~ Corporation shall 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~~Corporation, 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~~ Corporation 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 Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the ~~Company~~ Corporation or of any other enterprise at the ~~Company~~Corporation’s request.

Appears in 5 contracts

Samples: Indemnification Agreement (Phaserx, Inc.), Indemnification Agreement (Omniture, Inc.), Indemnification Agreement (Infinera Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s 's request.

Appears in 5 contracts

Samples: Indemnification Agreement (Accuray Inc), Indemnification Agreement (Eddie Bauer Holdings, Inc.), Indemnification Agreement (Eddie Bauer Holdings, Inc.)

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, assigns, including 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, spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a ~~director, officer, employee, agent~~ director or ~~fiduciary~~ officer of the Company or of any other enterprise at the Company’s 's request.

Appears in 5 contracts

Samples: Indemnification Agreement (TDK Mediactive Inc), Indemnification Agreement (Sound Source Interactive Inc /De/), Indemnification Agreement (Sound Source Interactive Inc /De/)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s 's request.

Appears in 5 contracts

Samples: Indemnification Agreement (Merisant Worldwide, Inc.), Indemnification Agreement (Epoch Holding Corp), Indemnification Agreement (Kla Tencor Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 4 contracts

Samples: Indemnification Agreement (Exodus Communications Inc), Indemnification Agreement (Kana Communications Inc), Indemnification Agreement (Metasolv Software Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 reasonably 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~~ Indemnification Events regardless of whether any Indemnitee continues to serve as ~~a director, officer, employee, agent or fiduciary~~ an Agent of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries or affiliates of the Company, at the Company’s request.

Appears in 4 contracts

Samples: Share Purchase Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.)

Appears in 4 contracts

Samples: Indemnification Agreement (PureCycle Technologies, Inc.), Indemnification Agreement (Extreme Networks Inc), Indemnification Agreement (Bavarian Nordic a/S / ADR)

Binding Effect; Successors and Assigns. This Agreement shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request. The Company and Indemnitee agree that the Fund Indemnitors (as defined in Section 18 below) are express third party beneficiaries of this Agreement.

Appears in 4 contracts

Samples: Indemnification Agreement (Acurx Pharmaceuticals, LLC), Indemnification Agreement (DropCar, Inc.), Indemnification Agreement (Mirna Therapeutics, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of this Agreement.

Appears in 4 contracts

Samples: Indemnification Agreement, Indemnification Agreement (Ellie Mae Inc), Form of Indemnification Agreement (Codexis Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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, provided that if the Company continues to exist it shall remain jointly and severally liable with such successor for the obligations hereunder. This Agreement shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s 's request.

Appears in 3 contracts

Samples: Indemnification Trust Agreement (Juniper Networks Inc), Indemnification Agreement (Juniper Networks Inc), Indemnification Agreement (Juniper Networks Inc)

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~~successors and assigns (including with respect to the Company, ~~assigns, including~~ 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 with respect to Indemnitee, ~~spouses~~his or her spouse, heirs, and personal and legal representatives. The Company shall 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~~ fullest extent ~~that the Company would be required to perform if no such succession had taken place~~permitted by law. This Agreement shall continue in effect with respect to Claims relating to ~~Indemnifiable~~ Indemnification Events regardless of whether Indemnitee continues to serve as a director, officer, employee, controlling person, agent or fiduciary of ~~the Company or of~~ any ~~other enterprise at the Company’s request~~Covered Entity.

Appears in 3 contracts

Samples: Indemnification Agreement (Bridger Aerospace Group Holdings, Inc.), Indemnification Agreement (Faraday Future Intelligent Electric Inc.), Indemnification Agreement (Porch Group, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 3 contracts

Samples: Indemnification Agreement (Jamdat Mobile Inc), Indemnification Agreement (Metasolv Inc), Indemnification Agreement (Alliance Medical Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, manager, partner, officer, employee, agent or fiduciary of the ~~Company~~ Company, any of its subsidiaries or of any other enterprise at the Company’s request.

Appears in 3 contracts

Samples: Indemnification Agreement, Indemnification Agreement (Enbridge Energy Partners Lp), Form of Indemnification Agreement (Midcoast Energy Partners, L.P.)

Binding Effect; Successors and Assigns. This ~~Agreement~~ Deed shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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~~ Deed and to indemnify Indemnitee to the ~~same~~ fullest extent ~~that the Company would be required to perform if no such succession had taken place~~permitted by applicable law. This ~~Agreement~~ Deed shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, company secretary, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 3 contracts

Samples: Deed of Indemnification (Iterum Therapeutics LTD), Deed of Indemnification (Iterum Therapeutics LTD), Deed of Indemnification (Prothena Corp PLC)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable Events~~ an Indemnification Event regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 3 contracts

Samples: Indemnification Agreement (Apollo Endosurgery, Inc.), Indemnification Agreement (Independent Bank Group, Inc.), Indemnification Agreement (Independent Bank Group Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s 's request.

Appears in 3 contracts

Samples: Indemnification Agreement (Somera Communications Inc), Indemnification Agreement (Crossworlds Software Inc), Indemnification Agreement (Crossworlds Software Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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~~ 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s 's request.

Appears in 3 contracts

Samples: Indemnification Agreement (Credentials Services International Inc), Indemnification Agreement (International Manufacturing Services Inc), Indemnification Agreement (First Virtual Holding Inc)

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, assigns, including 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 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. The Company shall 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~~ Indemnification Events regardless of whether any Indemnitee continues to serve as ~~a director~~an agent, ~~officer~~controlling person, ~~employee, agent~~ or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Xata Corp /Mn/), Indemnification Agreement (TCV Vii Lp)

Binding Effect; Successors and Assigns. This ~~Agreement~~ Deed shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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~~ Deed and to indemnify Indemnitee to the ~~same~~ fullest extent ~~that the Company would be required to perform if no such succession had taken place~~permitted by applicable law. This ~~Agreement~~ Deed shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, ~~employee, agent~~ company secretary or fiduciary of the Company or as a director, officer, company secretary, employee, agent or fiduciary of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Deed of Indemnification (Nabriva Therapeutics PLC), Medtronic PLC

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request. [The Company and Indemnitee agree that the Holdings Indemnitor (as defined in Section 18 hereof) are express third party beneficiaries of this Agreement.]

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Fantex, Inc.), Form of Indemnification Agreement (Fantex, Inc.)

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,~~ 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,~~ Company and (b) spouses, heirs, ~~and~~ personal and legal representatives, executors and administrators of Indemnitee. The Company shall ~~require and~~ 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 ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director of the Company or as a director, officer, ~~employee,~~ employee or agent ~~or fiduciary of the Company or~~ of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Levi Strauss & Co), Director Indemnification Agreement (Levi Strauss & Co)

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, assigns, including 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, spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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~~the Indemnitees, 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 the Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Marinus Pharmaceuticals Inc), Indemnification Agreement (Marinus Pharmaceuticals Inc)

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, assigns,~~ successors (including 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), assigns, spouses, heirs, and personal and legal representatives. The Company shall 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 reasonably 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 Indemnifiable Events~~ any Proceeding regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the ~~Company~~ Company, any Subsidiary or of any other enterprise at the Company’s 's request.

Appears in 2 contracts

Samples: Indemnification Agreement (Comstock Homebuilding Companies, Inc.), Indemnification Agreement (Wellcare Group Inc)

Appears in 2 contracts

Samples: Indemnification Agreement (Global Geophysical Services Inc), Indemnification Agreement (American Vanguard Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.. [The Company and Indemnitee agree that the Fund Indemnitors (as defined in Section 18 hereof) are express third party beneficiaries of this Agreement.](1)

Appears in 2 contracts

Samples: Indemnification Agreement (Kythera Biopharmaceuticals Inc), Form of Indemnification Agreement (Intermolecular Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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~~ Indemnification Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 2 contracts

Samples: Fund and Director Indemnification Agreement (Baozun Inc.), Fund and Director Indemnification Agreement (Baozun Cayman Inc.)

Binding Effect; Successors and Assigns. This Agreement shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request. [The Company and Indemnitee agree that the Fund Indemnitors (as defined in Section 18 below) are express third party beneficiaries of this Agreement.]

Appears in 2 contracts

Samples: Indemnification Agreement (Wayfair Inc.), Indemnification Agreement (Care.com Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 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, provided that if the Company continues to exist it shall remain jointly and severally liable with such successor for the obligations hereunder. This Agreement shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries and employee benefit plans of the Company, at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Pennant Group, Inc.), Indemnification Agreement (Buy Com Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 reasonably 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, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 2 contracts

Samples: Indemnification Agreement (Alibris Inc), Indemnification Agreement (Alibris Inc)

Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the ~~parties hereto~~ Parties and their respective successors, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company ~~shall~~ shall, as a condition to closing, 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Aci Worldwide, Inc.), Indemnification Agreement (Transaction Systems Architects Inc)

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~~successors and assigns (including with respect to the Company, ~~assigns, including~~ 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) and with respect to Indemnitee, ~~spouses~~his or her spouse, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable~~ Indemnification Events regardless of whether Indemnitee continues to serve as a director, officer, employee, controlling person, agent or fiduciary of ~~the Company or of~~ any ~~other enterprise at the Company’s request~~Covered Entity.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Dolan Media CO), Indemnification Agreement (IPC the Hospitalist Company, Inc.)

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, assigns, including 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, spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether the Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 2 contracts

Samples: Indemnification Agreement (Skyterra Communications Inc), Indemnification Agreement (Hughes Communications, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.. [The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of this Agreement.]1

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Spirit Airlines, Inc.), Indemnification Agreement (Calix Networks Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or ~~of any~~ another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Collegium Pharmaceutical, Inc), Indemnification Agreement (Collegium Pharmaceutical Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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~~ Proceedings relating to ~~Indemnifiable~~ Indemnification Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (United Online Inc), Indemnification Agreement (Classmates Media CORP)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as ~~a director, officer, employee, agent or fiduciary~~ an Office Holder of the Company or of any other enterprise at the Company’s 's request.

Appears in 2 contracts

Samples: Indemnification Agreement (Alvarion LTD), Form of Indemnification Agreement (Alvarion LTD)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Pro Dex Inc), Trans1 Inc. Indemnification Agreement (Trans1 Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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~~ Indemnifiable ~~Events~~ Litigation regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (MKS Instruments Inc), Indemnification Agreement (MKS Instruments Inc)

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, assigns, including 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, spouses, heirs, and personal and legal ~~representatives~~representative. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, ~~officer, employee, agent or fiduciary~~ officer of the Company or of any other enterprise at the Company’s 's request.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Radview Software LTD), Form of Indemnification Agreement (Radview Software LTD)

Binding Effect; Successors and Assigns. This ~~Agreement~~ Deed shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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~~ Deed and to Indemnify Indemnitee to the ~~same~~ fullest extent ~~that the Company would be required to perform if no such succession had taken place~~permitted by applicable law. This ~~Agreement~~ Deed shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, ~~employee, agent~~ company secretary or fiduciary of the Company or as a director, officer, company secretary, employee, agent or fiduciary of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Deed of Indemnification (Osmotica Pharmaceuticals PLC), Deed of Indemnification (Osmotica Pharmaceuticals LTD)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other enterprise at the Company’s 's request.

Appears in 2 contracts

Samples: Indemnification Agreement (Airgate Wireless Inc), Indemnification Agreement (Powerwave Technologies Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether the Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Greenway Medical Technologies Inc), Indemnification Agreement (ExamWorks Group, Inc.)

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, assigns,~~ successors (including 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), assigns, spouses, heirs, and personal and legal representatives. The Company shall 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 reasonably 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 Indemnifiable Events~~ any Proceeding regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the ~~Company~~ Company, any Subsidiary or of any other enterprise at the Company’s request.

Appears in 2 contracts

Samples: Indemnification Agreement (Wellcare Health Plans, Inc.), Indemnification Agreement (Wellcare Health Plans, Inc.)

Binding Effect; Successors and Assigns. This Agreement shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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 indemnify Indemnitee to the ~~same~~ fullest extent ~~that~~ permitted by the ~~Company would be required to perform if no such succession had taken place~~laws of the State of Delaware. This Agreement shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, company secretary or fiduciary of Holdco or as a director, officer, company secretary, employee, agent or fiduciary of ~~the Company or of~~ any other enterprise at Holdco’s or the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (Medtronic PLC)

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,~~ successors and permitted assigns, ~~including 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, spouses, heirs,~~ heirs and personal and legal representatives. The Company may not assign its obligations under this Agreement to any individual or entity except by operation of law to an entity acquiring all or substantially all of the business and/or, as the case may be, assets of the Company (a “Successor”) and, in any such case, the Company shall continue to be obligated hereunder. The Company shall 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,~~ Successor 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve ~~as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request~~in an Indemnified Capacity.

Appears in 1 contract

Samples: Employment Agreement (Premier Holding Corp.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable~~ Indemnification Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.. EXHIBIT 10.1

Appears in 1 contract

Samples: Indemnity Agreement (PROS Holdings, Inc.)

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,~~ successors and permitted assigns, ~~including 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, spouses, heirs,~~ heirs and personal and legal representatives. The Company may not assign its obligations under this Agreement to any individual or entity except by operation of law to an entity acquiring all or substantially all of the business and/or, as the case may be, assets of the Company (a "Successor") and, in any such case, the Company shall continue to be obligated hereunder. The Company shall 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,~~ Successor 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve ~~as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request~~in an Indemnified Capacity .

Appears in 1 contract

Samples: Indemnification Agreement (Talk America Holdings Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 ~~with respect~~ so long as Indemnitee shall be subject to ~~Claims relating to Indemnifiable Events~~ any possible Claim commenced or continued after execution of this Agreement, regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (Peregrine Systems Inc)

Appears in 1 contract

Samples: Form of Indemnification Agreement (Us Energy Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Catalytica Energy Systems Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable~~ Indemnification Events regardless of whether Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement for Officers (Replidyne Inc)

Binding Effect; Successors and Assigns. This Agreement shall be binding upon the Company and ~~inure to the benefit of~~ its successors and ~~be enforceable by the parties hereto and their respective successors, assigns,~~ assigns (including 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), ~~spouses~~and shall inure to the benefit of Indemnitee and Indemnitees' estate, heirs, legal representative and ~~personal and legal representatives~~assigns. The Company shall 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 ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, ~~employee,~~ employee or agent ~~or fiduciary~~ (as applicable) of the Company or of any other enterprise at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (Scient Inc)

Binding Effect; Successors and Assigns. This Agreement shall be binding ~~upon and~~ upon, inure to the benefit of of, and be enforceable by Indemnitee and the ~~parties hereto~~ Company and their respective ~~successors, assigns,~~ successors (including any direct or indirect successor by purchase, merger, ~~consolidation~~ consolidation, or otherwise to all or substantially all of the business ~~and/or~~ or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, ~~consolidation~~ consolidation, or otherwise) to all, substantially all, or a substantial ~~part,~~ 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 ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (CSG Systems International Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether the Indemnitee continues to serve as a director, officer, employee, ~~agent~~ manager, agent, or ~~fiduciary~~ controlling person of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (FriendFinder Networks Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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~~ any Claim relating to ~~Indemnifiable Events~~ any Indemnification Event, regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (Apollo Medical Holdings, Inc.)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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~~ Proceedings relating to ~~Indemnifiable~~ Indemnification Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (United Online Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether the Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other enterprise at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (Garden Com Inc)

Appears in 1 contract

Samples: Indemnification Agreement (Us Energy Corp)

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, ~~assigns,~~ assigns (including ~~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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, manager, member, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (Princeton Review Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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~~Indemnified Person, 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 ~~Indemnitee~~ Indemnified Person continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (Omnisky Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially ~~all,~~ 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the ~~Company or of any other enterprise~~ Company, at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (Family Home Health Services, Inc.)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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~~ suc- cession had taken place. This Agreement shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (Netcom Systems Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 1 contract

Samples: Indemnity Agreement (Newgistics, Inc)

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, assigns, including any direct or indirect successor by ~~purchase~~purcha se, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable Events~~ an Indemnification Event regardless of whether any Indemnitee continues to serve as a director, officer, employee, controlling person, agent or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (Ideal Power Inc.)

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~~successors and assigns (including with respect to the Company, ~~assigns, including~~ 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) and with respect to Indemnitee, ~~spouses~~his or her spouse, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable~~ Indemnification Events regardless of whether Indemnitee continues to serve as a director, officer, employee, controlling person, agent or fiduciary of ~~the Company or of~~ any ~~other enterprise at the Company’s request~~Covered Entity.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Information Services Group Inc.)

Binding Effect; Successors and Assigns. This Agreement shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.. [The Company and Indemnitee agree that the VC Funds (as defined below) are express third party beneficiaries of this Agreement.](1)

Appears in 1 contract

Samples: Indemnification Agreement (Singulex Inc)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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, officer, employee, ~~agent~~ agent, controlling person, shareholder or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (InvenSense Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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~~ perform, as if no such ~~succession had taken place~~successor were the Company. This Agreement shall continue in effect with respect to ~~Claims relating to Indemnifiable~~ Covered Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Goodman Sales CO)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 reasonably 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s 's request.

Appears in 1 contract

Samples: Indemnification Agreement (Dayton Superior Corp)

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~~successors and assigns (including with respect to the Company, ~~assigns, including~~ 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 with respect to Indemnitee, ~~spouses~~his spouse, heirs, and personal and legal representatives. The Company shall 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 ~~Indemnifiable~~ Indemnification Events regardless of whether Indemnitee continues to serve as a director, officer, limited liability company manager, partner, employee, controlling person, agent or fiduciary of ~~the Company or of~~ any ~~other enterprise at the Company’s request~~Covered Entity.

Appears in 1 contract

Samples: Indemnification Agreement (Vasco Data Security International Inc)

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, assigns,~~ successors (including any direct or indirect successor by purchase, merger, ~~consolidation~~ consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, ~~consolidation~~ consolidation, or otherwise) to all, substantially all, or a substantial ~~part,~~ 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 Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (CSG Systems International Inc)

Appears in 1 contract

Samples: Indemnification Agreement (Aci Worldwide, Inc.)

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, assigns, including any direct or indirect successor or assign by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor or assign (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 reasonably 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (Magma Design Automation Inc)

Binding Effect; Successors and Assigns. This Agreement shall be binding ~~upon and~~ upon, inure to the benefit of and be enforceable by the parties hereto and their respective ~~successors, assigns,~~ successors and assigns (including 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), spouses, heirs, and personal and legal representatives. The Company shall 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 indemnify Indemnitee to the ~~same~~ fullest extent ~~that the Company would be required to perform if no such succession had taken place~~permitted by law. This Agreement shall continue in effect ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.. [The Company and Indemnitee agree that the Fund Indemnitors (as defined in Section 18 below) are express third party beneficiaries of this Agreement.](2)

Appears in 1 contract

Samples: Indemnification Agreement (Trade Desk, Inc.)

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~~, assigns~~, including 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, assigns, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, controlling person, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (Inet Technologies Inc)

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, ~~assigns,~~ assigns (including 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), spouses, ~~heirs,~~ heirs and personal and legal representatives. The Company shall 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 ~~with respect to Claims relating to Indemnifiable Events~~ regardless of whether Indemnitee continues to serve as a director, Attachment C officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

Appears in 1 contract

Samples: Employment Agreement (Edwards J D & Co)

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, assigns,~~ successors (including 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), assigns, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events~~ any Proceeding regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise at the Company’s 's request.

Appears in 1 contract

Samples: Director and Officer Indemnification Agreement (QRS Corp)

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, assigns, including 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, spouses, heirs, and personal and legal representatives. The Company shall 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 Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, ~~agent~~ agent, or fiduciary of the Company or of any other ~~enterprise~~ enterprise, including subsidiaries of the Company, at the Company’s request.

Appears in 1 contract

Samples: Indemnification Agreement (Heartland Payment Systems Inc)

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