Common use of Duration of Agreement; Binding Effect Clause in Contracts

Duration of Agreement; Binding Effect. 16.1 This Agreement will terminate 10 years after the date that Indemnitee’s Corporate Status ceases. However, the rights of Indemnitee hereunder will continue until the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto. 16.2 The indemnification and advance of Expenses provided by, or granted under, this Agreement will be binding upon and 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 or assets of the Company). The indemnification and advance of Expenses will continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the written request of the Company, and will inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. 16.3 The Company will require and cause any successor to all, substantially all or a substantial part, of the business and/or assets of the Company – whether direct or indirect by purchase, merger, consolidation or otherwise – to expressly 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. Such assumption by any successor must be in writing in form and substance satisfactory to Indemnitee.