Successors Binding Agreement Clause Example with 121 Variations from Business Contracts
This page contains Successors 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 Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such ...assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die 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, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.View More
Variations of a "Successors Binding Agreement" Clause from Business Contracts
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to... obtain such Such assumption 7 and agreement shall be obtained prior to the effectiveness of any such succession succession. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. Prior to a Change in Control, the term "Company" shall also mean any affiliate of the Company to which you may be transferred and Company shall cause such successor employer to be considered the "Company" bound by the terms of this Agreement and this Agreement shall be amended to so provide. Following a breach Change in Control the term "Company" shall not mean any affiliate of the Company to which you may be transferred unless you shall have previously approved of such transfer in writing, in which case the Company shall cause such successor employer to be considered "Company" bound by the terms of this Agreement. 9.2 Agreement and this Agreement shall be amended to so provide. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall you should die while any amount would still be payable to the Executive you hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives your devisee, legatee or administrators of the Executive's other designee or, if there is no such designee, to your estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to... obtain such Such assumption and agreement shall be obtained prior to the effectiveness of any such succession succession. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. Prior to a Change in Control, the term "Company" shall also mean any affiliate of the Company to which you may be transferred and Company shall cause such successor employer to be considered the "Company" bound by the terms of this Agreement and this Agreement shall be amended to so provide. Following a breach Change in Control the term "Company" shall not mean any affiliate of the Company to which you may be transferred unless you shall have previously approved of such transfer in writing, in which case the Company shall cause such successor employer to be considered "Company" bound by the terms of this Agreement. 9.2 Agreement and this Agreement shall be amended to so provide. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall you should die while any amount would still be payable to the Executive you hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives your devisee, legatee or administrators of the Executive's other designee or, if there is no such designee, to your estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to... obtain such Such assumption and agreement shall be obtained prior to the effectiveness of any such succession succession. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. Prior to a Change in Control, the term "Company" shall also mean any affiliate of the Company to which Employee may be transferred and Company shall cause such successor employer to be considered the "Company" bound by the terms of this Agreement and this Agreement shall be amended to so provide. Following a breach Change in Control the term "Company" shall not mean any affiliate of the Company to which Employee may be transferred unless Employee shall have previously approved of such transfer in writing, in which case the Company shall cause such successor employer to be considered "Company" bound by the terms of this Agreement. 9.2 Agreement and this Agreement shall be amended to so provide. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall Employee should die while any amount would still be payable to the Executive Employee hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives his devisee, legatee or administrators of the Executive's other designee or, if there is no such designee, to his estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company Company, by agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be require...d to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinafter defined and any successor to its business and/or assets as aforesaid that executes and delivers the agreement provided for in this Section 11 or that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable enforced by the Executive's Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees distributee, devisee, and legatees. If the Executive shall Employee should die while any amount would amounts should still be payable to the Executive him hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Employee's devisee, legatee, or administrators other designee or, if there be no such designee, to the Employee's estate (any of which is referred to herein as a "Beneficiary"). 7 12. Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage paid, addressed as follows: If to the Executive's estate. Company: IDT Corporation 520 Broad Street Newark, New Jersey 07102 Attn: General Counsel If to the Employee, at the Employee's address in the Company's human resources files; or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obt...ain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 This Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled to hereunder upon a Change of Control Termination in connection with a Sale Transaction. The Company's rights and obligations under this Agreement shall inure to the benefit of and shall be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate binding upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms Company's successors and assigns. 12 [The remainder of this Agreement to the executors, personal representatives or administrators of the Executive's estate. page is intentionally left blank.] View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used herein..., the Company term "Company" shall include any successor to obtain such assumption its business and/or assets as aforesaid which executes and agreement prior to delivers the effectiveness of any such succession shall be a breach Agreement provided for in this Section 13 or which otherwise becomes bound by all terms and provisions of this Agreement. 9.2 Agreement by operation of law. 12 (b) This Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by the Executive's Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall Employee should die while any amount amounts would still be payable to the Executive him hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Employee's devisee, legatee, or administrators of the Executive's other designee or, if there be no such designee, to Employee's estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (i) The Company shall will require any successor or assign (whether direct or indirect, by 4 purchase, merger, consolidation or otherwise) to of all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken pla...ce. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 (ii) This Agreement shall inure to the benefit of and be enforceable by the Executive's Employee's personal or and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall Employee should die while any amount amounts would still be payable to the Executive him or her hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive he or she had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Employee's devisee, legatee or administrators of other designee, and if there is no such devisee, legatee or designee, to the Executive's Employee's estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to (a) The Bank and the Company, the Company shall Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business businesses and/or assets of the Company Bank and the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Bank and the Corporation... would be required to perform it if no such succession had taken place. Failure of by the Company Bank and the Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be constitute a breach of this Agreement. 9.2 As used in this Agreement, "the Bank and the Corporation" shall mean the Bank and the Corporation, as defined previously and any successor to their respective businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall should die while after a Notice of Termination is delivered by Executive, or following termination of Executive's employment without Cause, and any amount amounts would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) under this Agreement if the Executive had continued to live, all such amounts, unless otherwise provided herein, amounts shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Executive's devisee, legatee, or administrators of the other designee, or, if there is no such designee, to Executive's estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of As used herein..., the Company term "Company" shall include any successor to obtain such assumption its business and/or assets as aforesaid which executes and delivers the agreement prior to the effectiveness of any such succession shall be a breach provided for in this Section 15 or which otherwise becomes bound by all terms and provisions of this Agreement. 9.2 Agreement by operation of law. (b) This Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by the Executive's Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall Employee should die while any amount amounts would still be payable to the Executive him hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Employee's devisee, legatee, or administrators of the Executive's other designee or, if there be no such designee, to Employee's estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obta...in such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 Agreement and shall entitle you to terminate your employment and receive compensation from the Company in the same amount and on the same terms to which you would be entitled hereunder if you terminate your employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. Unless expressly provided otherwise, "Company" as used herein shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall you should die while any amount would still be payable 8 to the Executive you hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives your devisee, legatee or administrators of the Executive's other designee or, if there is no such designee, to your estate. View More
