Successors and Binding Agreement Clause Example with 105 Variations from Business Contracts

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, Indemnitee, 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 wi...ll be binding upon and inure to the benefit of the Company and any successor to the Company, including 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 the purposes of this Agreement), but will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This (b)This Agreement will inure to the benefit of and be enforceable by Indemnitee's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successors. (c) This legatees. (c)This Agreement is personal in 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) 12(a) and 15(b). 12(b) hereof. Without limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder will not be assignable, transferable or delegable, 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, and any such attempted assignment shall be null and void and of no effect. 13 .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) calendar days after having been mailed by United States registered or certified mail,, return receipt requested, postage prepaid, or one (1) 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) at its principal executive office and to Indemnitee at Indemnitee's principal residence as shown in the event Company's most current records, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of any attempted assignment or transfer contrary to this Section 15(c), the Company changes of address will have no liability to pay any amount so attempted to be assigned or transferred. 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, Indemnitee, 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 wi...ll be binding upon and inure to the benefit of the Company and any successor to the Company, including 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 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 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, 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) 12(a) and 15(b). 12(b) hereof. Without limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder will not be assignable, transferable or delegable, 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, and any such attempted assignment shall be null and void and of no effect. 3 13. 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) calendar days after having been mailed by United States registered or certified mail,, return receipt requested, postage prepaid, or one (1) 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) at its principal executive office and to Indemnitee at Indemnitee's principal residence as shown in the event Company's most current records, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of any attempted assignment or transfer contrary to this Section 15(c), the Company changes of address will have no liability to pay any amount so attempted to be assigned or transferred. effective only upon receipt. View More

Successors and Binding Agreement. (a) The Company will 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 will sha...ll 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 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) and 15(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), the Company will shall have no liability to pay any amount so attempted to be assigned or transferred. 8 16. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by facsimile or other electronic transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company and to Indemnitee at the addresses 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 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 will sha...ll 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 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) and 15(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), the Company will shall have no liability to pay any amount so attempted to be assigned or transferred. 6 16. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall 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 five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid 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 addresses 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 (a)The Company will 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, 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. T...his Agreement will 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 will not otherwise be assignable assignable, transferable or delegatable delegable by the Company. (b) This (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. (c) This legatees. (c)This Agreement is personal in nature and neither of the parties hereto will, 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(a) 24(a) and 15(b). 24(b). 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, 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), 24(c), the Company will shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 17 25. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. 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 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 delegable 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, may, 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) 16(a) and 15(b). 16(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), 16(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred. 11 17. Notices. For all purposes of this Agreement, all communications, including 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 or email transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid 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) at its headquarters 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 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 Agree...ment will shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any person or entity 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 Agreement). (b) Indemnitee's right to indemnification and advancement of Expenses pursuant to this Agreement shall continue regardless of the Company. (b) This termination of Indemnitee's Corporate Capacity, and 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) and 15(b). Without limiting (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 business or assets of the Company), assigns, spouses, heirs, executors, administrators and personal and legal representatives. 9 16. No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any 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. continued employment. 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 Corporation and any successor to the Company, including Corporation, including, without limitation, any person Person acquiring directly or indirectly all or substantially all of the business or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the "Company" "Corporation" for purposes of this Agreement), but will shall not otherwise be assignable or delegatable by the Company. Corporation. (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 Corporation shall have no liability to pay any amount so attempted to be assigned or transferred. View More

Successors and Binding Agreement. (a) a. The Company will 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, Company expressly to assume and to 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. Th...is Agreement will shall be binding 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, and such successor will shall thereafter be deemed the "Company" for the purposes of this Agreement), but will not otherwise be assignable or delegatable by the Company. (b) Agreement. 17 SNAP-ON INCORPORATED b. This Agreement will shall inure to the benefit of and be enforceable by Indemnitee's the Executive's respective personal or legal representatives, executors, administrators, representative, executor, administrator, successor, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of distributees and/or legatees. c. Neither the parties hereto will, without Company nor the consent of the other, assign Executive may assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). this Section. Without limiting the generality or effect of the foregoing, Indemnitee's the Executive's right to receive payments hereunder will shall not be assignable, assignable or transferable, 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 distribution. In the event of the Executive attempts any attempted assignment or transfer contrary to this Section 15(c), Section, the Company will shall have no liability to pay any amount so attempted to be assigned or transferred. 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, CSO, 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 CSO'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 CSO'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 CSO'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. View More