Common use of Successor Indemnification Clause in Contracts

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys to another Person all or substantially all of the Company’s assets, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys to another Person all or substantially all of the Company’s its assets, then in each such case, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporationthe Restated Certificate, or elsewhere, as the case may be.

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys to another Person all or substantially all of the Company’s assetsits properties and assets to any person, then then, and in each such case, to the extent reasonably necessary, the Company will use commercially reasonable efforts for proper provision shall to be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its the Restated Certificate of Incorporation, or elsewhere, as the case may be.

Successor Indemnification. If either of the Company Companies or any of its their respective successors or assignees (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys to another Person all or substantially all of the Company’s assetsmerger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the such Company assume the obligations of the such Company with respect to indemnification of members of the Corporation Board of Directors or the LLC Board of Directors, as applicable, as in effect immediately before such transaction, whether such obligations are contained in the CompanyOperating Agreement of the LLC, the Corporation’s Bylaws, its Certificate of Incorporationthe Restated Certificate, or elsewhere, as the case may be.

Successor Indemnification. If In the event that the Company or any of its successors or assignees assigns (i) consolidates with or merges into any other Person entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys to another Person all or substantially all of the Company’s assetsits properties and assets to any person or entity, then then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assignees assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before prior to such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of IncorporationRestated Certificate, or elsewhere, as the case may be.

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) the Company or any subsidiary of the Company sells or otherwise transfers or conveys to another Person all or substantially all of the assets of the Company’s assets, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its the Certificate of Incorporation, or elsewhere, as the case may be.

Successor Indemnification. If In the event that the Company or any of its successors or assignees assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys to another Person all or substantially all of the Company’s assetsits properties and assets to any Person, then then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assignees assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before prior to such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.