Common use of DURATION OF AGREEMENT Clause in Contracts

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and/or and] an officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that so long as Indemnitee shall have ceased may be subject to serve as or a director and/or officer of the Company, or (b) the final termination of all pending Proceedings witness in any possible Proceeding in respect of which Indemnitee is granted rights of indemnification or advancement of ExpensesExpenses hereunder, judgments, penalties, fines or amounts paid in settlement hereunder and or until one (1) year after the final termination of any such Proceeding then pending (including any rights of appeal thereto) and of any proceeding commenced by Indemnitee pursuant to Section 11 of this AgreementAgreement relating thereto (including any rights of appeal thereto). This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his Indemnitee’s spouse, heirs, executors, personal representatives and administrators. 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 placeto the fullest extent permitted by applicable law.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as any of the following: a director and/or officer director, officer, agent or employee of the Company or as a director, officer, trustee, administrator partner, member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee served at the request of the Company, ; or (b) one (1) year after the final termination of all any Proceeding (including after the expiration of any rights of appeal) then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 14 of this AgreementAgreement (including any rights of appeal of any Proceeding commenced pursuant to Section 14). This Agreement shall be binding upon the Company and its respective successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer Manager or officer, as applicable, of the Company, Company or (b) the final termination of all date that Indemnitee is no longer subject to any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as any of the following: a director and/or officer director, officer, agent or employee of the Company or as a director, officer, trustee, administrator partner, member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee served at the request of the Company, ; or (b) one (1) year after the final termination of all any Proceeding (including after the expiration of any rights of appeal) then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement (including any rights of appeal of any Proceeding commenced pursuant to Section 13). This Agreement shall be binding upon the Company and its respective successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer [director][officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (ai) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, Company or (bii) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his Indemnitee’s spouse, heirs, executors, personal representatives and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the CompanyBoard member, or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 of this AgreementAgreement relating thereto or (c) three (3) years after the date on which the Company is declared bankrupt. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer [director][ Section 16 officer] of the Company, or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, his/her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or director, officer or employee (as applicable) of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, administrators, and personal representatives and administratorsor 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, all or a substantial part, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, Partnership or the General Partner or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 14 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company Partnership and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company Partnership shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, consolidation or otherwise) to all, substantially all, all or a substantial part, of the business and/or assets of the CompanyPartnership, 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 Partnership would be required to perform if no such succession had taken place.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her spouse, heirs, executors, personal representatives and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer or officer, as applicable, of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives and administrators. 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, to 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his Indemnitee’s spouse, heirs, executors, personal representatives and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 14 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, Indemnitee’s heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and/or and]11 an officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding 11 Add for CEO Director Form. commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer Representative of the Company, Parent Company or one of its subsidiaries or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, division or otherwise) to all, substantially all, all or a substantial part, of the business and/or assets of the Parent Company or 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or an officer of the CompanyCompany or the Parent, whichever is later in time, or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 Form of Indemnification Agreement (Directors) Cerevel Therapeutics Holdings, Inc. 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as either a director and/or or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and/or officer and][an officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the CompanyCompany or the Parent, whichever is later in time, or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or be an officer of the Company, Company or to serve at the request of the Company in an Enterprise or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and/or and]10 an officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which 10Include for an officer that is also a director of the Company. Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executorspersonal representatives, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer director, officer, employee or agent of the Company, as the case may be or (b) one (1) year after the final termination of all any Proceeding, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: of (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer director, officer, employee, agent or fiduciary of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both][ a director][ and][ an officer] a director and/or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer [director][ Section 16 officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, his/her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [a director][an officer][both a director and/or officer and an officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have entirely ceased to serve as either a director and/or or officer of the Company, 's subsidiary ENSCO Offshore International Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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 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.. -9-

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both][ a director and/or officer director][ and][ and officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto), but in any event for at least ten (10) years after years, and (b) throughout the date that pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee shall to enforce or interpret his rights under this Agreement, even if, in either case, he may have ceased to serve as a director and/or an officer of the Company, Company at the time of any such Claim or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreementproceeding. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his Indemnitee’s spouse, heirs, executors, personal representatives and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both] [a director and/or officer director] [and] [an officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and/or and](1) an officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and/or and] an officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. Termination of this Agreement shall not adversely affect any right or protection hereunder of Indemnitee in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such termination. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a an officer and director and/or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or officer [director][officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement Expenses hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director and/or or officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 13 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation, 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 as the Company would be required to perform if no such succession had taken place.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as an officer or a director and/or officer of the Company, or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 of this AgreementAgreement relating thereto or (c) three (3) years after the date on which the Company is declared bankrupt. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both] a director and/or officer [and an officer] of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten six (106) years after the date that Indemnitee shall have ceased to serve as a director director, advisor and/or officer of the Company, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, heirs, executors, personal representatives and administrators. 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.

DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as [both a director and/or and] an officer of the Company, Company or (b) one (1) year after the final termination of all any Proceeding, including any appeal, then pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder and or of any proceeding commenced by Indemnitee pursuant to Section 11 12 of this AgreementAgreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his spouse, or her heirs, executors, personal representatives executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidationamalgamation, plan of arrangement, 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.