Successors and Assigns Clause Example with 19 Variations from Business Contracts

This page contains Successors and Assigns clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company me...rges or to whom it transfers all or substantially all of its properties or assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive's death after the Executive's termination of employment, but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. View More
Found in Jaws Acquisition Corp. contract

Variations of a "Successors and Assigns" Clause from Business Contracts

Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the 10 DM_US 180923310-7.115049.0011 254193915 v3 assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any portion amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or provision the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement (including, without limitation, any portion may be assigned or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable transferred except by a court of competent jurisdiction, then the remainder of this Agreement, will or the application laws of such portion descent and distribution. Any other attempted assignment, transfer, conveyance, or provision in circumstances other than those as disposition of Executive's right to which it is so declared illegal compensation or unenforceable, shall not other benefits will be affected thereby, null and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. void. View More
Found in Adagio Therapeutics, Inc. contract
Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any portion amounts to be received under this Agreement. Such designation must 10 DM_US 180923310-7.115049.0011 be in the form of a signed writing reasonably acceptable to the Board or provision the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement (including, without limitation, any portion may be assigned or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable transferred except by a court of competent jurisdiction, then the remainder of this Agreement, will or the application laws of such portion descent and distribution. Any other attempted assignment, transfer, conveyance, or provision in circumstances other than those as disposition of Executive's right to which it is so declared illegal compensation or unenforceable, shall not other benefits will be affected thereby, null and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. void. View More
Found in Adagio Therapeutics, Inc. contract
Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted 10 254046936 v5 assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any portion amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or provision the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement (including, without limitation, any portion may be assigned or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable transferred except by a court of competent jurisdiction, then the remainder of this Agreement, will or the application laws of such portion descent and distribution. Any other attempted assignment, transfer, conveyance, or provision in circumstances other than those as disposition of Executive's right to which it is so declared illegal compensation or unenforceable, shall not other benefits will be affected thereby, null and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. void. View More
Found in Adagio Therapeutics, Inc. contract
Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any portion amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or provision the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement (including, without limitation, any portion may be assigned or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable transferred except by a court of competent jurisdiction, then the remainder of this Agreement, will 14 or the application laws of such portion descent and distribution. Any other attempted assignment, transfer, conveyance, or provision in circumstances other than those as disposition of Executive's right to which it is so declared illegal compensation or unenforceable, shall not other benefits will be affected thereby, null and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. void. View More
Found in Adagio Therapeutics, Inc. contract
Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If The Executive may designate one or more persons or entities as the primary or 14 contingent beneficiaries of any portion amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or provision the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement (including, without limitation, any portion may be assigned or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable transferred except by a court of competent jurisdiction, then the remainder of this Agreement, will or the application laws of such portion descent and distribution. Any other attempted assignment, transfer, conveyance, or provision in circumstances other than those as disposition of Executive's right to which it is so declared illegal compensation or unenforceable, shall not other benefits will be affected thereby, null and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. void. View More
Found in Adagio Therapeutics, Inc. contract
Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company me...rges or to whom it transfers all or substantially all of its properties or assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall will be binding upon and inure to the benefit of (a) the heirs, executors, and be binding legal representatives of Executive upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the Executive terms hereof, and the Company, and each (b) any successor of the Executive's Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or 14 substantially all of the assets or business of the Company. The Company shall require its respective successors to expressly assume and agree to perform this Agreement in the Company's respective successors, executors, administrators, heirs same manner and permitted assigns. to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company and any attempted assignment in contravention hereof will be null and void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any portion amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or provision the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement (including, without limitation, any portion may be assigned or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable transferred except by a court of competent jurisdiction, then the remainder of this Agreement, will or the application laws of such portion descent and distribution. Any other attempted assignment, transfer, conveyance, or provision in circumstances other than those as disposition of Executive's right to which it is so declared illegal compensation or unenforceable, shall not other benefits will be affected thereby, null and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. void. View More
Found in Adagio Therapeutics, Inc. contract
Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any portion amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or provision the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement (including, without limitation, any portion may be assigned or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable transferred except by a court of competent jurisdiction, then the remainder of this Agreement, will or the application laws of such portion descent and distribution. Any other attempted assignment, transfer, conveyance, or provision in circumstances other than those as disposition of Executive's right to which it is so declared illegal compensation or unenforceable, shall not other benefits will be affected thereby, null and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. void. View More
Found in 2 Contracts from Adagio Therapeutics, Inc.
Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive's right to compensation or other benefits will be null and void. 14 14. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. View More
Found in Adagio Therapeutics, Inc. contract
Successors and Assigns. Neither This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive nor upon Executive's death as well as any beneficiaries duly designated by Executive prior to death in accordance with the terms hereof, and (b) any successor of the Company. Any such successor of the Company may make any assignment will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means... any person, firm, corporation, or other business entity which at any interest in it, time, whether by operation of law purchase, merger, or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) without the Executive's consent to any affiliate directly or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers indirectly acquires all or substantially all of the assets or business of the Company. The Company shall require its properties or assets; provided further respective successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Notwithstanding the Executive remains employed or becomes employed foregoing, the Company shall remain, with such successor, jointly and severally liable for all of their obligations hereunder. Except as herein provided, this Agreement may not otherwise be assigned by the Company, the purchaser or Company and any of their affiliates attempted assignment in connection with any such transaction, then the Executive shall not contravention hereof will be entitled to any payments, benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of null and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. void. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). The Executive may designate one or more persons or entities as the primary or contingent beneficiaries of any amounts to be received under this Agreement. Such designation must be in the form of a signed writing reasonably acceptable to the Board or the Board's designee. Executive may make or change such designation at any time. Except as approved by the Board or the Board's designee, none of the rights of the Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive's right to compensation or other benefits will be null and void. 14 13. 16. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. View More
Found in 2 Contracts from Adagio Therapeutics, Inc.
Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Continuing Obligations) Restrictive Covenants Agreement) without the Executive's consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consoli...dation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 Tel. 617 ###-###-#### benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive's and the Company's respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive's death after the Executive's termination of employment, employment but prior to the completion by the Company of all payments or other compensation due to the Executive under this Agreement, the Company shall continue such payments and provide such other compensation to the Executive's beneficiary designated in writing to the Company prior to the Executive's death (or to the Executive's estate, if the Executive fails to make such designation). 13 16. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. View More
Found in Candel Therapeutics, Inc. contract