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) 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. a. 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 by the Company. (b) 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) 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) Section 21(a) and 15(b). Section 21(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), 21(c), 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) 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 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. 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). (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. 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. (c) 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 12 or any rights or obligations hereunder 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 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 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 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 12 Company" for purposes of this Agreement), but will not otherwise be assignable or delegatable delegable by the Company. 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). (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. 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. (c) 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) 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 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 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 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. 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). (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. 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. (c) 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) 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 hereunder will not be assignable, transferable or delegable, 12 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 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 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. 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). (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. 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 12 terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate. (c) 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) 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 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 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 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. 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). (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. 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. (c) 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) 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 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 12 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 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 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. 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). (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. 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. (c) 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) 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 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, 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 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 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 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), 16(c), the Company will shall have no liability to pay any amount so attempted to be assigned or transferred. (d) This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as a director, officer, employee or agent of the Company and/or on behalf of or at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another entity or enterprise. 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, to 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 it if no such the succession had not 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 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 otherwise, with the successor will thereafter deemed to be deemed the "Company" for the purposes of this Agreement), but will Agreement. Other than as permitted under this Section 11(a), this Agreement is 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, may, 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) 11(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee's 11(b). The Executive's right to receive payments hereunder will under the Agreement is not be assignable, whether transferable or delegable, 8 including 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, and, in the event of distribution. If any attempted assignment or transfer contrary to not permitted by this Section 15(c), 11(c) is attempted, 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 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 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. 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, or all of the assets, of the Company (or to any parent entity thereof). (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. 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. 11 (c) 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) and 15(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, 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
