Common use of Governing Law; Binding Effect; Amendment and Termination Clause in Contracts

Governing Law; Binding Effect; Amendment and Termination. (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware. (b) This Agreement shall be binding upon Indemnified Party and upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnified Party, his or her heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or any substantial part of the business or assets of the Corporation, by agreement in form and substance satisfactory to Indemnified Party, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the Corporation to obtain such agreement prior to effectiveness of any succession shall be a breach of this Agreement and shall entitle Indemnified Party to appropriate equitable relief or monetary damages from the Corporation in an amount necessary to provide Indemnified Party with the protections to which he or she would be entitled hereunder. As used in this Agreement, the "Corporation" shall mean the Corporation as hereinbefore defined and any successor to its business or assets as aforesaid that executes and delivers the agreement provided for by this Section 15(b) or that otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.

Appears in 4 contracts

Samples: Indemnification Agreement (Urocor Inc), Executive Agreement (Urocor Inc), Indemnification Agreement (Urocor Inc)

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Governing Law; Binding Effect; Amendment and Termination. (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of DelawareTexas. (b) This Agreement shall be binding upon the Indemnified Party and upon the Corporation, its successors and assigns, and shall inure to the benefit of the Indemnified Party, his or her heirs, personal representatives representatives, and assigns and to the benefit of the Corporation, its successors and assigns. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or any substantial part of the business or assets of the Corporation, by agreement in form and substance satisfactory to the Indemnified Party, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the Corporation to obtain such agreement prior to effectiveness of any succession shall be a breach of this Agreement and shall entitle the Indemnified Party to appropriate equitable relief or monetary damages from the Corporation in an amount necessary to provide the Indemnified Party with the protections to which he or she would be entitled hereunder. As used in this Agreement, the "Corporation" shall mean the Corporation as hereinbefore defined and any successor to its business or assets as aforesaid that executes and delivers the agreement provided for by this Section 15(b16(b) or that otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.

Appears in 1 contract

Samples: Indemnification & Liability (Southwest Bancorp of Texas Inc)

Governing Law; Binding Effect; Amendment and Termination. (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware. (b) This Agreement shall be binding upon Indemnified Party and upon the CorporationCompany, its successors and assigns, and shall inure to the benefit of Indemnified Party, his or her heirs, personal representatives and assigns and to the benefit of the CorporationCompany, its successors and assigns. The Corporation shall Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or any substantial part of the business or and/or assets of the CorporationCompany, by agreement in form and substance satisfactory to Indemnified Party, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation Company would be required to perform it if no such succession had taken place. Failure of the Corporation Company to obtain such agreement prior to effectiveness of any succession shall be a breach of this Agreement and shall entitle Indemnified Party to appropriate equitable relief or monetary damages from the Corporation Company in an amount necessary to provide Indemnified Party with the protections to which he or she would be entitled hereunder. As used in this Agreement, the "Corporation" “Company” shall mean the Corporation Company as hereinbefore defined and any successor to its business or and/or assets as aforesaid that executes and delivers the agreement provided for by in this Section 15(b) 16 or that otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.

Appears in 1 contract

Samples: Indemnification Agreement (Yrc Worldwide Inc)

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Governing Law; Binding Effect; Amendment and Termination. (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware. (b) This Agreement shall be binding upon Indemnified Party and upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnified Party, his or her heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns. The Corporation shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or any substantial part of the business or and/or assets of the Corporation, by agreement in form and substance satisfactory to Indemnified Party, to expressly assume and agree to perform this Indemnification Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the Corporation to obtain such agreement prior to effectiveness of any succession shall be a breach of this Indemnification Agreement and shall entitle Indemnified Party to appropriate equitable relief or monetary damages from the Corporation in an amount necessary to provide Indemnified Party with the protections to which he or she would be entitled hereunder. As used in this Indemnification Agreement, the "Corporation" shall mean the Corporation as hereinbefore defined and any successor to its business or assets as aforesaid that executes and delivers the agreement provided for by this Section 15(b) or that otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law.defined

Appears in 1 contract

Samples: Indemnification Agreement (Oyo Geospace Corp)

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