Common use of Contractual Nature of Rights Clause in Contracts

Contractual Nature of Rights. The provisions of this Article VI shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicable. Neither amendment, repeal or modification of any provision of this Article VI nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI shall eliminate or reduce any right conferred by this Article VI in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (a) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI shall not be a defense to an action brought by a director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (b) In any suit brought by a director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (i) The provisions of this Article VI Section 5 shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI Section 5 is in effect, in consideration of such person’s 's past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI Section 5 nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI Section 5 shall eliminate or reduce any right conferred by this Article VI Section 5 in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI Section 5 shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes distributees of such person. (aii) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI Section 5 shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (biii) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI V shall eliminate or reduce any right conferred by this Article VI V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI V shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI V shall be deemed to be a contract between the Corporation corporation and each Director director and Officer officer entitled to the benefits hereof at any time while this Article VI V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicablecorporation. Neither amendment, repeal or modification of any provision of this Article VI V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI V shall eliminate or reduce any right conferred by this Article VI V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding Proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding Proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director director or Officer officer is not paid in full by the Corporation corporation within sixty (60) days after receipt by the Corporation corporation of a written claim for indemnification, such Director director or Officer officer may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director director or Officer officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation corporation (including its Board board of Directors directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI V shall not be a defense to an action brought by a director or Officer officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director director or Officer officer is not entitled to indemnification shall be on the Corporationcorporation. (bc) In any suit brought by a director or Officer officer to enforce a right to indemnification hereunder, it shall be a defense that such Director director or Officer officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI 6 shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI 6 is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI 6 nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI 6 shall eliminate or reduce any right conferred by this Article VI 6 in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI 6 shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI 6 shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCLDelaware Law.

Contractual Nature of Rights. (a) The provisions of this Article VI VIII shall be deemed to be a contract between the Corporation and each Director director and Officer officer entitled to the benefits hereof at any time while this Article VI VIII is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI VIII nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI VIII shall eliminate or reduce any right conferred by this Article VI VIII in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI VIII shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director director or Officer officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director director or Officer officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director director or Officer officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI VIII shall not be a defense to an action brought by a director or Officer officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director director or Officer officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director or Officer officer to enforce a right to indemnification hereunder, it shall be a defense that such Director director or Officer officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of Sections 3.5 through 3.11 of this Article VI Agreement shall be deemed to be a contract between the Corporation Company and each Director and Officer Indemnified Person entitled to the benefits hereof at any time while this Article VI Agreement is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCompany. Neither amendment, repeal or modification of any provision of this Article VI Agreement nor the adoption of any provision of the Certificate of Incorporation Formation of the Company (the “Certificate”) inconsistent with Sections 3.5 through 3.11 of this Article VI Agreement shall eliminate or reduce any right conferred by Sections 3.5 through 3.11 of this Article VI Agreement in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, to Sections 3.5 through 3.11 of this Article VI Agreement shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation Company (or the Predecessor any of its Predecessors) and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director or Officer an Indemnified Person is not paid in full by the Corporation Company within sixty (60) days after receipt by the Corporation Company of a written claim for indemnification, such Director or Officer Indemnified Person may at any time thereafter bring suit against the Corporation Company to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer Indemnified Person shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation Company (including its Board of Directors the Member or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI Agreement shall not be a defense to an action brought by a director or Officer an Indemnified Person for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer an Indemnified Person is not entitled to indemnification shall be on the CorporationCompany. (bc) In any suit brought by a director or Officer an Indemnified Person to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer Indemnified Person has not met any applicable standard for indemnification set forth in the DGCLAct or, if applicable, the Merger Agreement.

Contractual Nature of Rights. (a) The provisions of this Article VI V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI V shall eliminate or reduce any right conferred by this Article VI V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification (following final disposition of such Proceeding) or advancement of Expenses hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnificationindemnification or advancement of Expenses, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, pursuant to the terms of an undertaking, such Director or Officer shall also be entitled to be paid the expenses of prosecuting or defending such claimsuit. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI V shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification or advancement of Expenses shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI VII shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI VII is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI VII nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI VII shall eliminate or reduce any right conferred by this Article VI VII in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI VII shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI VII shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI V shall eliminate or reduce any right conferred by this Article VI V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI V shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (b) In any suit brought by a director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI IX shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI IX is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI IX nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI IX shall eliminate or reduce any right conferred by this Article VI IX in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI IX shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI IX shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal or modification of any provision of this Article VI V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI V shall eliminate or reduce any right conferred by this Article VI V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI V shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI Nine shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI Nine is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither No amendment, repeal or modification of any provision of this Article VI nor the adoption of any provision of the Certificate of Incorporation Nine inconsistent with this Article VI Nine shall eliminate or reduce any right conferred by this Article VI Nine in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI Nine shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes distributees of such person. (ab) If a claim for indemnification (following final disposition of such Proceeding) hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, pursuant to the terms of an undertaking, such Director or Officer shall also be entitled to be paid the expenses of prosecuting or defending such claimsuit. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI Nine shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL, but the burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

Contractual Nature of Rights. (i) The provisions of this Article VI Section 8.2 shall be deemed to be a contract between the Corporation Legacy EQRx and each Director and Officer entitled to the benefits hereof at any time while this Article VI Section 8.2 is in effect, in consideration of such person’s past or current and any future performance of services for Legacy EQRx prior to the Corporation or effective time of the Predecessor, as applicableMerger. Neither amendment, repeal or modification of any provision of this Article VI Section 8.2 nor the adoption of any provision of the Certificate of Incorporation this Agreement inconsistent with this Article VI Section 8.2, in each case, for a period of six years after the effective date of the Merger, shall eliminate or reduce any right conferred by this Article VI Section 8.2 in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or in respect of any state of facts existing, at on or prior to the effective time of or before such amendment, repeal, modification or adoption of an inconsistent provision the Merger (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any such act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI Section 8.2 shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor Legacy EQRx and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (aii) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation Legacy EQRx within sixty (60) days after receipt by the Corporation Legacy EQRx of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation Legacy EQRx to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of Legacy EQRx (including, prior to the Corporation (including effective time of the Merger, its Board of Directors or any committee thereof, independent legal counsel, or stockholdersstockholders and, thereafter, the Managing Member) to make a determination concerning the permissibility of such indemnification under this Article VI Section 8.2 shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the CorporationLegacy EQRx. (biii) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI V shall be deemed to be a contract between the Corporation corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicablecorporation. Neither amendment, repeal or modification of any provision of this Article VI V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI V shall eliminate or reduce any right conferred by this Article VI V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification (following final disposition of such Proceeding) or advancement of Expenses hereunder by a Director or Officer is not paid in full by the Corporation corporation within sixty (60) days after receipt by the Corporation corporation of a written claim for indemnificationindemnification or advancement of Expenses, such Director or Officer may at any time thereafter bring suit against the Corporation corporation to recover the unpaid amount of the claim, and if successful in whole or in part, pursuant to the terms of an undertaking, such Director or Officer shall also be entitled to be paid the expenses of prosecuting or defending such claimsuit. The failure of the Corporation corporation (including its Board board of Directors directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI V shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification or advancement of Expenses shall be on the Corporationcorporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI V is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither No amendment, repeal or modification of any provision of this Article VI V nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI V shall eliminate or reduce any right conferred by this Article VI V in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI V shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes distributees of such person. (ab) If a claim for indemnification (following final disposition of such Proceeding) hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, pursuant to the terms of an undertaking, such Director or Officer shall also be entitled to be paid the expenses of prosecuting or defending such claimsuit. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI V shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

Contractual Nature of Rights. (a) The provisions of this Article VI 6 shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article VI 6 is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation or the Predecessor, as applicableCorporation. Neither amendment, repeal repeal, modification or modification elimination of any provision of this Article VI 6 nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VI 6 shall eliminate or reduce any right conferred by this Article VI 6 in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification modification, elimination or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI 6 shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation or the Predecessor and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributes of such person. (ab) If a claim for indemnification hereunder under Section 6.1 by a Director or Officer is not paid in full by the Corporation within sixty (60) 60 days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article VI 6 shall not be a defense to an action brought by a director Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation. (bc) In any suit brought by a director Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCLDelaware Law.