Successors and Assigns Clause Example from Business Contracts

Successors and Assigns. None of the Executive, the Company or the Parent 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 or Parent 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 or Parent shall hereafter effect a reorganization or consolida...tion, into which the Company or Parent 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, 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, the Company and the Parent, and each of the Executive's, the Company's and the Parent'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). View More