Successors. This Agreement shall be # binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and # binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the Company or any of its successors or assigns # consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company under this Agreement. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

Successors. This Agreement shall be # binding upon allthe Company and its successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and # binding on and shall inure to the benefit of theIndemnitee and Indemnitee’s heirs, personal representatives, executors and administrators of Indemnitee. In the event thatadministrators. If the Company or any of its successors or assigns shall # consolidatesconsolidate with or mergesmerge into any other personcorporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveystransfer all or substantially all of its properties and assets to any personindividual, corporation or other entity, then, and in each such case, proper provisionprovisions shall be made so that the successors and assigns of the Company shall assume all of the obligations of the Company underset forth in this Agreement. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

Successors.Successors and Assigns. This Agreement shall be # binding upon allCompany and its successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and # binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the Company or any of its successors or assigns # consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company under this Agreement. This Agreement shall continue for the benefit of Indemnitee and suchIndemnitee's spouse, heirs, personal representatives, executorsexecutors, administrators and administrators after Indemnitee has ceased to have Corporate Status.estate.

Successors.Binding Effect; Successors and Assigns. This Agreement shall be # binding upon all successors and assignsinure to the benefit of and be enforceable by the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Companyparties hereto and their respective successors, assigns, including any direct or indirect successor by merger orpurchase, merger, consolidation or otherwise by operation of law) and # binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the Company or any of its successors or assigns # consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its propertiesthe 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 any person or entity, then,the Indemnitee, expressly to assume and agree to perform this Agreement in each such case, proper provision shall be made sothe same manner and to the same extent that the successors and assigns of the Company assume the obligations of the Company under this Agreement.would be required to perform if no such succession had taken place. This Agreement shall continue forin effect with respect to Claims relating to Indemnifiable Events regardless of whether the benefitIndemnitee continues to serve as a director or officer of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.the Company or of any other enterprise, including subsidiaries of the Company, at the Company’s request.

Successors. ThisAssignment; Successors and Assigns. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party thereto without the prior written consent of the other party, except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement in a written agreement in form and substance satisfactory to the Indemnitee. Notwithstanding the foregoing, this Agreement shall be # binding upon alland inure to the benefit of and be enforceable by and against the parties hereto and the Company’s successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidationpurchase, merger, consolidation, or otherwise by operation of law) and # binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the Company or any of its successors or assigns # consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its properties andthe business and/or assets to any person or entity, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company assumeCompany) and assigns, as well as the obligations of the Company under this Agreement. This Agreement shall continue for the benefit of IndemniteeIndemnitee’s spouses, heirs, and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.legal representatives.

Successors.Binding Effect. This Agreement shall be # binding upon alland inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidationpurchase, merger, consolidation, or otherwise by operation of law) and # binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the Company or any of its successors or assigns # consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its propertiesthe 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 any person or entity, then,Indemnitee, expressly to assume and agree to perform this Agreement in each such case, proper provision shall be made sothe same manner and to the same extent that the successors and assigns of the Company assume the obligations of the Companywould be required to perform if no such succession had taken place. The indemnification provided under this Agreement. This Agreement shall continue as to Indemnitee for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee hasany action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to have Corporate Status.serve in such capacity at the time of any Proceeding.

Successors.SUCCESSORS AND ASSIGNMENT. This Agreement shall # be # binding upon and inure to the benefit of all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and # be binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the CompanyDirector. The Director has no power to assign this Agreement or any of its successors or assigns # consolidates with or merges into any other person or entityrights and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company under this Agreement. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.hereunder.

Successors. This Agreement shall inure to the benefit of and be # binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all successors and assignsor substantially all of the Company (including any transferee of all or a substantial portion of the business, stockbusiness and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and # binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the Company or any of its successors or assigns # consolidates with or merges into any other person or entityaffiliate to which you are rendering services to expressly assume and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its properties and assetsagree in writing to any person or entity, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company underperform this Agreement. This Agreement shall continue forNotwithstanding the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.foregoing, you may not assign this Agreement.

Successors.Section # Assumption by Successor. This Agreement shall be # binding upon alland inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger orpurchase, merger, consolidation or otherwise by operation of law) and # binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. In the event that the Company or any of its successors or assigns # consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or # transfers or conveys all or substantially all of its propertiesthe 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 to any person or entity, then,expressly to assume and agree to perform this Agreement in each such case, proper provision shall be made sothe same manner and to the same extent that the successors and assigns of the Company assume the obligations of the Company under this Agreement. This Agreement shall continue for the benefit of Indemnitee andwould be required to perform if no such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.succession had taken place.