Successors and Binding Agreement Clause Example with 105 Variations from Business Contracts
This page contains Successors and Binding Agreement 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 Binding Agreement. (a) The Company 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 will be bindin...g upon and inure to the benefit of the Company and any successor to the Company, including 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 will not otherwise be assignable or delegatable by the Company. (b) This Agreement will inure to the benefit of and be enforceable by 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 will, 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 will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by 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 will have no liability to pay any amount so attempted to be assigned or transferred.View More
Variations of a "Successors and Binding Agreement" Clause from Business Contracts
Successors and Binding Agreement. (a) The Company will Corporation 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, Corporation, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, -8- Indemnitee, 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 suc...h succession had taken place. This (b) Indemnitee's right to indemnification and advancement of Expenses pursuant to this Agreement will be binding upon and inure to the benefit shall continue regardless of the Company and any successor to the Company, including any person acquiring directly termination of Indemnitee's status as a director or indirectly all or substantially all officer 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 Corporation, and this Agreement), but will not otherwise be assignable or delegatable by the Company. (b) This Agreement will shall inure to the benefit of and be enforceable by Indemnitee's personal or legal representatives, executors, administrators, spouses, heirs, distributees, legatees assigns and other successors. (c) This Agreement is personal in nature and neither of the parties hereto will, shall, without the prior written consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) 13(a) and 15(b). Without limiting 13(b). (d) This Agreement shall be binding upon and inure to the generality benefit of and be enforceable by the parties hereto and their respective successors (including any direct or effect indirect successor by purchase, merger, consolidation, reorganization or otherwise to all or substantially all of the foregoing, Indemnitee's right to receive payments hereunder will not be assignable, whether by pledge, creation business or assets of a security interest or otherwise, other than by a transfer by Indemnitee's will or by the laws of descent Corporation), permitted assigns, spouses, heirs, executors, administrators and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred. personal and legal representatives. View More
Successors and Binding Agreement. (a) The Company will Corporation 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, Corporation, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Indemnitee, 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 su...ccession had taken place. This -8- (b) Indemnitee's right to indemnification and advancement of Expenses pursuant to this Agreement will be binding upon and inure to the benefit shall continue regardless of the Company and any successor to the Company, including any person acquiring directly termination of Indemnitee's status as a director or indirectly all or substantially all officer 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 Corporation, and this Agreement), but will not otherwise be assignable or delegatable by the Company. (b) This Agreement will shall inure to the benefit of and be enforceable by Indemnitee's personal or legal representatives, executors, administrators, spouses, heirs, distributees, legatees assigns and other successors. (c) This Agreement is personal in nature and neither of the parties hereto will, shall, without the prior written consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) 13(a) and 15(b). Without limiting 13(b). (d) This Agreement shall be binding upon and inure to the generality benefit of and be enforceable by the parties hereto and their respective successors (including any direct or effect indirect successor by purchase, merger, consolidation, reorganization or otherwise to all or substantially all of the foregoing, Indemnitee's right to receive payments hereunder will not be assignable, whether by pledge, creation business or assets of a security interest or otherwise, other than by a transfer by Indemnitee's will or by the laws of descent Corporation), permitted assigns, spouses, heirs, executors, administrators and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred. personal and legal representatives. View More
Successors and Binding Agreement. (a) 17.1 The Company 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 in writing 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 will be binding upon and inure to the benefit of the Company and any successor to the Company, including 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" "the Company" for purposes of this Agreement), but will not otherwise be assignable or delegatable delegable by the Company. (b) 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) subject to the first sentence of this Section 17.1. 17.2 This Agreement will inure to the benefit of and be enforceable by Indemnitee's the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successors. (c) legatees. If the Executive dies while any amount would still be payable to the Executive hereunder (other than amounts which, by 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. 17.3 This Agreement is personal in nature and neither of the parties hereto will, Company 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(a) 17.1 and 15(b). 17.2. Without limiting the generality or effect of the foregoing, Indemnitee's the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by Indemnitee's the 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), paragraph, the Company will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 12 EXECUTION COPY 18. Notices. Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (c) on the date of transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following addresses (or at the other address as a Party may specify by notice to the other) to the Company, to the attention of the Chief Executive Officer at its principal executive offices, and to the Executive, at the Executive's principal residence as set forth in the employment records of the Company. View More
Successors and Binding Agreement. (a) The Company 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 will shall be ...binding upon and inure to the benefit of the Company and any successor to the Company, including 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 reorganization, or otherwise (and such successor will thereafter be deemed the "Company" for purposes of this Agreement), but will shall not otherwise be assignable or delegatable delegable by the Company. (b) This Agreement will shall inure to the benefit of and be enforceable by the Indemnitee's personal or legal representatives, executors, administrators, heirs, distributees, legatees legatees, and other successors. (c) This Agreement is personal in nature and neither of the parties hereto will, 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) 17(a) and 15(b). 17(b). Without limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder will shall not be assignable, whether by pledge, creation of a security interest 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), 17(c), the Company will shall have no liability to pay any amount so attempted to be assigned or transferred. 7 18. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests, or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered, email with read receipt (legal@lifemd.com), or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the General Counsel of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party hereto may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. View More
Successors and Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) otherwise, including, without limitation, any successor due to all or substantially all of a Change in Control) to the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee and his or her counsel, CMO, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Compa...ny would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without 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 will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement will inure to the benefit of and be enforceable by Indemnitee's CMO's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successors. legatees. (c) This Agreement is personal in nature and neither of the parties hereto will, 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) 4(a) and 15(b). 4(b). Without limiting the generality or effect of the foregoing, Indemnitee's CMO's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by Indemnitee's CMO'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), 4(c), the Company will shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. Exhibit 10.3 5. Amendment or Termination of Agreement. This Agreement may be changed or terminated only upon the mutual written consent of the Company and CMO. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board. View More
Successors and Binding Agreement. (a) The Company 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 will shall be ...binding upon and inure to the benefit of the Company and any successor to the Company, including 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 will shall not otherwise be assignable or delegatable by the Company. (b) This Agreement will 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 will, 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) 17(a) and 15(b). 17(b). Without limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder will 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), 17(c), the Company will shall have no liability to pay any amount so attempted to be assigned or transferred. -7- 18. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. View More
Successors and Binding Agreement. (a) The Company 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 will shall be ...binding upon and inure to the benefit of the Company and any successor to the Company, including 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 will shall not otherwise be assignable or delegatable by the Company. (b) This Agreement will 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 will, 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) 17(a) and 15(b). 17(b). Without limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder will 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), 17(c), the Company will shall have no liability to pay any amount so attempted to be assigned or transferred. -8- 18. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. View More
Successors and Binding Agreement. (a) The Company 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 counsel, 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 Ag...reement 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 will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement will inure to the benefit of and be enforceable by Indemnitee's Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and legatees. This Agreement will supersede the provisions of any employment, severance or other successors. 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 agreements will be null and void. (c) This Agreement is personal in nature nature, and neither of the parties hereto will, 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) 8(a) and 15(b). 8(b). Without limiting the generality or effect of the foregoing, Indemnitee's Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by 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), 8(c), the Company will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 9 9. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand-delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three (3) business days after having been sent by a nationally recognized overnight courier service such as FedEx or UPS, addressed to the Company (to the attention of John Sullivan, Vice President and Associate General Counsel) at its principal executive office and to Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. View More
Successors and Binding Agreement. (a) The Company 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, the 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... 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 will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement will inure to the benefit of and be enforceable by Indemnitee's the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successors. legatees. (c) This Agreement is personal in nature and neither of the parties hereto will, 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) 16(a) and 15(b). 16(b). Without limiting the generality or effect of the foregoing, Indemnitee's the Executive's right to receive payments and benefits hereunder 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 Indemnitee's the 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), 16(c), the Company will shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 7 Exhibit 10.2 17. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express, UPS, or similar courier service, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive offices and to the Executive at his principal residence, or to such other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt. View More
Successors and Binding Agreement. (a) The Company 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, the 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... 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 will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This Agreement will inure to the benefit of and be enforceable by Indemnitee's the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successors. legatees. (c) This Agreement is personal in nature and neither of the parties hereto will, 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) 16(a) and 15(b). 16(b). Without limiting the generality or effect of the foregoing, Indemnitee's the Executive's right to receive payments and benefits hereunder 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 Indemnitee's the 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), 16(c), the Company will shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 10 17. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express, UPS, or similar courier service, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive offices and to the Executive at his principal residence, or to such other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt. View More
