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 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, CAO, 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 CAO'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 CAO'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 CAO'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
Successors and Binding Agreement. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in customary form and substance satisfactory to Indemnitee and his or her counsel, substance, 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 any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the "Company" for purposes of this Agreement), but 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. (d) This Agreement supersedes in its entirety the Indemnification Agreement, dated as of «Last_Agree_Date», by and between the Company and Indemnitee. 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, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement ...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 acquiring individual or 15 entity acquiring, directly or indirectly indirectly, all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the "Company" "the Company" for purposes of this Agreement), but will this Agreement shall not otherwise be assignable or delegatable delegable by the Company. Company, except that the Company may assign its rights and delegate its duties hereunder to any individual or entity who acquires all of the voting stock of the Company (or to any parent entity thereof) so long as so doing does not materially and adversely affect the Executive's rights hereunder. (b) This Agreement will shall 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, Company and the Executive may not, without the written consent of the other, other party, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) 12(a) and 15(b). (b). Without limiting the generality or effect of the foregoing, Indemnitee's the Executive's right to receive payments hereunder will shall 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), 12(c), the Company will shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 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. View More
Successors and Binding Agreement. (a) 18.1 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 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 w...ill 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). 18.2 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. 12 EXECUTION COPY 18.3 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) 18.1 and 15(b). 18.2. 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. 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, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement ...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 acquiring individual or entity acquiring, directly or indirectly indirectly, all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the "Company" "the Company" for purposes of this Agreement), but will this Agreement shall not otherwise be assignable or delegatable delegable by the Company. Company, except that the Company may assign its rights and delegate its duties hereunder to any individual or entity who acquires all of the voting stock of the Company (or to any parent entity thereof) so long as so doing does not materially and adversely affect the Executive's rights hereunder. 15 (b) This Agreement will shall 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, Company and the Executive may not, without the written consent of the other, other party, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) 12(a) and 15(b). (b). Without limiting the generality or effect of the foregoing, Indemnitee's the Executive's right to receive payments hereunder will shall 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), 12(c), the Company will shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 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, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Corporation would be required to perform if no such succession had... taken place. This Agreement will shall be binding upon and inure to the benefit of the Company Corporation and any successor to the Company, Corporation, including any 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 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) 16(a) and 15(b). 16(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 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 Corporation 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 may assign its rights under the Agreement only to any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, Company that expressly agrees to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be have been required... to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any such 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 shall thereafter be deemed to be included in the term the "Company" for the purposes of this Agreement), Agreement, except to the extent that the result would be to expand the restrictions applying to the Executive under Section 11), 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. 20 (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) 19(a) and 15(b). 19(b). Without limiting the generality or effect of the foregoing, Indemnitee's the Executive's right to receive payments and benefits hereunder will (except as otherwise expressly provided in any other applicable Company Arrangement) not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by 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), 19(c), the Company will shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferred. delegated. 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, CCO, 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 CCO'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 CCO'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 CCO'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
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, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will b...e 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 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) 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 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
