Common use of Successors and Binding Agreement Clause in Contracts

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a16(a) and 15(b16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselIndemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b)12(b) hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of and any such attempted assignment or transfer contrary to this Section 15(c), the Company shall have be null and void and of no liability to pay any amount so attempted to be assigned or transferredeffect.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a19(a) and 15(b19(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c19(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such employment agreement will be null and void. The foregoing sentence shall have no impact on any outstanding agreement made with Executive under the Company’s long-term incentive program, including, stock option, restricted stock, restricted unit, other successorsequity- or cash-based incentive awards or other equity- or cash-based agreements at any time in effect. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a14(a) and 15(b(b). Without limiting the generality or effect of the foregoing, IndemniteeExecutive’s right to receive payments and benefits hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c14(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselIndemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b)12(b) hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of and any such attempted assignment or transfer contrary to this Section 15(c), the Company shall have be null and void and of no liability to pay any amount so attempted to be assigned or transferredeffect.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a3(a) and 15(b3(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c3(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a14(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c14(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a14(a) and 15(b14(b). Without limiting the generality or effect of the foregoing, Indemnitee’s Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c14(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a14(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c14(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) a. The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) b. This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) c. This Agreement is in the nature of a personal in nature services contract and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations duties assigned to Employee hereunder except as expressly provided in Sections 15(a) and 15(b)are non-delegable. Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c8(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a17(a) and 15(b17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, and in the event of any attempted assignment or transfer contrary to this Section 15(c17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to and any acquiror of all or substantially all of the business or assets of the Company, Company by agreement in form and substance reasonably satisfactory to Indemnitee and and/or his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place. . (b) This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company. (bc) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors. (cd) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a19(a), (b) and 15(b(c). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will will, devise, a grantor’s trust instrument under which the Indemnitee or his estate is the sole beneficiary, or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c19(d), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment, legatees severance or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement, and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a10(a) and 15(b10(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c10(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections Section 15(a) and Section 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCompany or of any Subsidiary or any division or business unit thereof for which the Executive performs services, by agreement in form and substance satisfactory to Indemnitee the Executive (and his or her counselany such successor, the "Successor"), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. Notwithstanding anything in this Agreement to the contrary, the Executive acknowledges and agrees that to the extent the Executive is offered and accepts comparable employment with such Successor, the Executive will not be entitled to receive any severance/termination compensation payments and benefits, as provided pursuant to the terms and conditions of Section 10 or otherwise under this Agreement, from UICI in connection with such acquisition/transaction with the Successor. To the extent the Executive does not accept an offer of comparable employment from such Successor on terms and conditions set forth in this Agreement, any non-acceptance of employment will be treated as a voluntary termination of employment without Good Reason by the Executive in accordance with the provisions of this Agreement. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company or of any Subsidiary or any division or business unit thereof for which the Executive performs services whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a17(a) and 15(b17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c17(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed “the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable delegable by the Company, except that the Company may assign this Agreement, or may assign its rights and delegate its duties hereunder, to any Person who acquires all of the voting stock of the Company (or to any parent entity thereof). (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. If the Executive dies while any amount would still be payable to the Executive hereunder (other than amounts which, legatees and other successorsby their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate. (c) This Agreement is personal in nature and neither of the parties hereto shallCompany nor the Executive may, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder hereunder, except as expressly provided in Sections 15(a16(a) and 15(b16(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c)paragraph, the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchasepurchase of assets or stock, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary; provided that following any such assignment the Company shall remain fully liable with respect to all of its obligations under this Agreement. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a16(a) and 15(b16(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall Employer will require any successor to all or substantially all of the businesses or assets of Employer (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company), by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Employer would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company Employer and any successor to the CompanyEmployer, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business businesses or assets of the Company Employer whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed "Employer" for the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder hereof except as expressly provided in Sections 15(a5.2(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemnitee’s Executive's right to receive payments hereunder shall hereof will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of if Executive attempts any attempted assignment or transfer contrary to this Section 15(c)5.2, the Company shall Employer will have no liability to pay any amount so attempted Executive attempts to be assigned assign, transfer or transferreddelegate.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, including, without limitation, any successor due to a Change in Control) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring persons directly or indirectly all or substantially all of acquiring the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise in a transaction constituting a Change in Control (and such successor will shall thereafter be deemed the “Company” for purposes the purpose of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a4(a) and 15(b4(b). Without limiting the generality or effect of the foregoing, IndemniteeExecutive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c4(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a20(a) and 15(b20(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c20(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to and any acquiror of all or substantially all of the business or assets of the Company, Company by agreement in form and substance reasonably satisfactory to Indemnitee and and/or his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place. . (b) This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company. (bc) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors. (cd) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a20(a), (b) and 15(b(c). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will will, devise, a grantor’s trust instrument under which the Indemnitee or his estate is the sole beneficiary, or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c20(d), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a3(a) and 15(b3(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c3(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeEmployee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a3(a) and 15(b3(b). Without limiting the generality or effect of the foregoing, Indemniteethe Employee’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeEmployee’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c3(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a18(a) and 15(b18(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c18(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCompany (a "Successor"), by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor may be assigned to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement)a Successor, but shall will not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a9(a) and 15(b9(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c9(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such the succession had not taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such otherwise, with the successor will thereafter deemed to be deemed the “Company” for the purposes of this Agreement. Other than as permitted under this Section 11(a), but shall this Agreement is not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallmay, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, IndemniteeThe Executive’s right to receive payments hereunder shall under the Agreement is not be assignable, whether transferable or delegable, including by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, and, in the event of . If any attempted assignment or transfer contrary to not permitted by this Section 15(c)11(c) is attempted, the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment, legatees severance or other agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature nature, and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a8(a) and 15(b8(b). Without limiting the generality or effect of the foregoing, IndemniteeExecutive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c8(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a10(a) and 15(b10(b). Without limiting the generality or effect of the foregoing, IndemniteeExecutive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c10(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require may assign its rights under the Agreement only to any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company that expressly agrees to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be have been required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any such successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed to be included in the term the “Company” for the purposes of this Agreement, except to the extent that the result would be to expand the restrictions applying to the Executive under Section 11), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a19(a) and 15(b19(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments and benefits hereunder shall will (except as otherwise expressly provided in any other applicable Company Arrangement) not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c19(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a16(a) and 15(b16(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments and benefits hereunder shall will not be assignable, transferable or delegable by him, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive (to the extent not assumed by operation of law), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated. (d) The obligation of the Company to make payments and/or provide benefits hereunder shall represent an unsecured obligation of the Company. (e) The Company recognizes that each Executive will have no adequate remedy at law for breach by the Company of any of the agreements contained herein and, in the event of any such breach, the Company hereby agrees and consents that each Executive shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of obligations of the Company under this Agreement.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a10(a) and 15(b)10(b) hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, garnishment, creation of a security interest interest, claims for alimony, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c10(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCorporation (a "Successor"), by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company Corporation and any successor may be assigned to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement)a Successor, but shall will not otherwise be assignable or delegatable by the CompanyCorporation. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives's Estate and, executorsto the extent provided in Paragraph 13, administrators, heirs, distributees, legatees and other successorsIndemnitee's spouse. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aParagraphs 18(a) and 15(b18(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(cParagraph 18(c), the Company shall Corporation will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring individual or entity acquiring, directly or indirectly indirectly, all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed “the “Company” for purposes of this Agreement), but this Agreement shall not otherwise be assignable or delegatable delegable by the Company, except that the Company may assign its rights and delegate its duties hereunder to any individual or entity who acquires all of the voting stock of the Company (or to any parent entity thereof) so long as so doing does not materially and adversely affect the Executive’s rights hereunder. (b) This Agreement shall inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallCompany and the Executive may not, without the consent of the otherother party, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but . This Agreement shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successorsdistributees and/or legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSubsection 11(a) and 15(b)hereof. Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(cSubsection 11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated. (d) The Company and the Executive recognize that each Party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” "COMPANY" for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto Company nor the Executive shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a25(a) and 15(b25(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, otherwise other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c25(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable, or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successorsor legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer, or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSection 13(a) and 15(b)hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall not be assignable, transferable, or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred, or transferreddelegated. (d) The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

Successors and Binding Agreement. (a) The Company shall General Partner, CPCC and CONSOL will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of CPCC, the CompanyCompany or CONSOL, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company CONSOL Companies would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company CONSOL Companies and any successor to the Companythereto, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company such parties whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed deemed, as applicable, “CPCC”, the “General Partner’ "Company” " and/or CONSOL for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the CompanyCPCC, the General Partner, the Company or CONSOL. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive and one or more of the CONSOL Companies that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a14(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c14(c), the Company shall CONSOL Companies will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such employment agreement will be null and void. Except as provided in Section 6(c) or 7 hereof, the foregoing sentence shall have no impact on any outstanding agreement made with Executive under the Company’s long-term incentive program, including, stock option, restricted stock, restricted unit, other successorsequity- or cash-based incentive awards or other equity- or cash-based agreements at any time in effect. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a16(a) and 15(b(b). Without limiting the generality or effect of the foregoing, IndemniteeExecutive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor all successors (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all any substantial portion of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee the Employee, jointly and his or her counsel, severally expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a14(a) and 15(b)14(b) hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s the Employee's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Employee's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c14(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Participant, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a7(a) and 15(b7(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments the Participant's rights hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Participant's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c7(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall Surviving Entity will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanySurviving Entity, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Surviving Entity would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company Surviving Entity and any successor to the CompanySurviving Entity, including including, without limitation limitation, any person acquiring Person acquiring, directly or indirectly indirectly, all or substantially all of the business or assets of the Company Surviving Entity, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “CompanyThe Surviving Entity” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the CompanySurviving Entity. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the prior written consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b)12(b) hereof. Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company Surviving Entity shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a13(a) and 15(b13(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c13(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a17(a) and 15(b)17(b) hereof and with respect to the Company's obligation to pay legal fees and expenses under Section 15 hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c17(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated, except with respect to legal fees and expenses, as and to the extent provided in Section 15 hereof.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a1.18(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c1.18(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, to expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation but not limited to any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), ) but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallshall assign, without the consent of the other, assign transfer or delegate this Agreement or any rights or obligations hereunder without the consent of the other, except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, whether transferable or delegable by pledge, creation of a security interest or otherwise, other than except by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, and, and in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor all successors (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all any substantial portion of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee Employee, jointly and his or her counsel, severally expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a16(a) and 15(b)16(b) hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s Employee's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Employee's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a13(a) and 15(b13(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c13(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a17(a) and 15(b17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her Indemnitee’s counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, operation of law or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (bii) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (ciii) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12.2(i) and 15(b12.2(ii). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12.2(iii), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a17(a) and 15(b17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any prior employment agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees other than the Executive’s Change in Control Agreement, and other successorssuch provisions in such employment agreements will be null and void. This foregoing sentence shall have no impact on Section 4.1 of this Agreement. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a16(a) and 15(b(b). Without limiting the generality or effect of the foregoing, IndemniteeExecutive’s right to receive payments and benefits hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto Company nor the Executive shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a24(a) and 15(b24(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, otherwise other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c24(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successorsdistributees and/or legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b)12(b) hereof. Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s his will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated. (d) The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

Successors and Binding Agreement. (a) A. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) B. This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executorsexecutors administrators, administratorssuccessors, heirs, distributees, legatees and other successorsdistributees and/or legatees. (c) C. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b)Paragraph 12.A hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall not be assignable, transferrable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s his will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c)Paragraph 12.C, the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by Company to execute an agreement in form pursuant to which the successor expressly assumes all of the liabilities and substance satisfactory to Indemnitee obligations of the Company hereunder and his or her counsel, expressly to assume and agree agrees to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successorsdistributees and/or legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSection 11(a) and 15(b)hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated. (d) The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a8(a) and 15(b8(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c8(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a3(a) and 15(b3(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Employee's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Employee's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c3(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successorsdistributees and/or legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSection 11(a) and 15(b)hereof. Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s his will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated. (d) The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance mandamus or other appropriate remedy to enforce performance of this Agreement.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a13(a) and 15(b13(b). Without limiting the generality or effect of the foregoing, Indemnitee’s Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c13(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b)hereunder. Without limiting the generality or effect of the foregoing, Indemnitee’s Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c18(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successorsdistributees and/or legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSection 10(a) and 15(b)hereof. Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s his will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c10(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated. (d) The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance, mandamus or other appropriate remedy to enforce performance of this Agreement.

Successors and Binding Agreement. (aA) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (bB) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (cC) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aparagraphs 9(A) and 15(b9(B). Without limiting the generality or effect of the foregoing, Indemnitee’s the Employee's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Employee's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(cparagraph 9(C), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselEmployee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeEmployee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a22(a) and 15(b22(b). Without limiting the generality or effect of the foregoing, IndemniteeEmployee’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeEmployee’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c22(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCompany or of any Subsidiary or any division or business unit thereof for which the Executive performs services, by agreement in form and substance satisfactory to Indemnitee the Executive (and his or her counselany such successor, the “Successor”), expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company or of any Subsidiary or any division or business unit thereof for which the Executive performs services whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a17(a) and 15(b17(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c17(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall is not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall and CONSOL will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the CompanyCompany or CONSOL, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company or CONSOL would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company Company, CONSOL and any successor to the CompanyCompany or CONSOL, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company or CONSOL whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” and/or “CONSOL” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the CompanyCompany or CONSOL. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive, legatees the Company and/or CONSOL that relate to any matter that is also the subject of this Agreement and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a14(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c14(c), the Company shall and CONSOL will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” "COMPANY" for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring persons acquiring, directly or indirectly indirectly, all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b12(b). Without limiting the generality or effect of the foregoing, IndemniteeExecutive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Indemnitee and Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a16(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred. (d) This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director (or in one of the capacities enumerated in Section 1(h)(i) hereof) of the Company or of any other enterprise at the Board of Directors’ request.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (aA) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselExecutive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise not through a Change of Control (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (bB) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (cC) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSection 6(a) and 15(b)hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c)Section, the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or and/or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but shall not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees and other successorsdistributees and/or legatees. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSection 11(a) and 15(b)hereof. Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s his will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated. (d) The Company and the Executive recognize that each party will have no adequate remedy at law for breach by the other of any of the agreements contained herein and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to a decree of specific performance mandamus or other appropriate remedy to enforce performance of this Agreement.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any person acquiring individual or entity acquiring, directly or indirectly indirectly, all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed “the “Company” for purposes of this Agreement), but this Agreement shall not otherwise be assignable or delegatable delegable by the Company, except that the Company may assign its rights and delegate its duties hereunder to any individual or entity who acquires all of the voting stock of the Company (or to any parent entity thereof) so long as so doing does not materially and adversely affect the Executive’s rights hereunder. (b) This Agreement shall inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallCompany and the Executive may not, without the written consent of the otherother party, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a12(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall will not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(aSection 16(a) and 15(bSection 16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c16(c), the Company shall will have no liability to pay any amount so attempted to be assigned or transferred.

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counselthe Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributes and other successorslegatees. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, and transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributeesdistributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between the Executive and the Company that relate to any matter that is also the subject of this Agreement, legatees and such provisions in such other successorsagreements will be null and void. (c) This Agreement is personal in nature and neither of the parties hereto shallwill, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a11(a) and 15(b11(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c11(c), the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a24(a) and 15(b(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c24(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.