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 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 beach 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 if Executive terminates his employment for Good Reason. 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 of this Agreement to the executors, personal representatives or administrators of the Executive's estate. Company's successors and assigns. View More
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 and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive's rights and benefits under this Agreement may not be assigned, except that if Executive shall die 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, shall be paid in accordance with the terms of this Agreement Agreement, to the executors, personal representatives or administrators beneficiaries designated by the Executive to receive benefits under this Agreement in a writing on file with the Corporation at the time of the Executive's death or, if there is no such beneficiary, to Executive's estate. The Corporation 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 Corporation (or of any division or Subsidiary thereof employing Executive) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Failure of the Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Corporation in the same amount and on the same terms to which Executive would be entitled hereunder if Executive terminated the employment for Good Reason following a Change of Control. 7 7. Withholding of Taxes. The Corporation may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as required by law. 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 Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be requir...ed 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 Executive 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 defined herein 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 Executive hereunder shall inure to the benefit of and be enforceable enforced by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees distributee, devisee, and legatees. If the Executive shall 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 Executive's devisee, legatee, or administrators of other designee or, if there be no such designee, to the Executive's estate. estate (any of which is referred to herein as a "Beneficiary"). 8 EXECUTION COPY 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 Company: Genie Energy, Ltd. 520 Broad Street Newark, New Jersey 07102 Attn: General Counsel If to the Executive, at the executive'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 (A) The Corporation shall require any successor to the Company, Corporation or the Company shall require any successor Bank, as the result of a Change of Control (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company otherwise), to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corpo...ration would be required to perform it if no such succession had taken place. Failure of the Company Corporation 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 Executive to compensation from the Corporation in the same amount and on the same terms to which the Executive would be entitled hereunder if the Executive terminates his or her employment on account of Constructive Termination following a Change of Control of the Corporation or the Bank, except that for the 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, "the Corporation or the Bank" shall mean the Corporation or the Bank 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. (B) This Agreement shall inure to the benefit of and be enforceable by the Executive's Executive and his or her personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall should 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 had 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 devisee, legatee or administrators of the Executive's other designee or, if there is no such designee, to his or her estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company (a) The Corporation 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 Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken p...lace. Failure of Unless expressly provided otherwise, "Corporation" as used herein shall mean the Company Corporation as defined in this Agreement and any successor to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 its business and/or assets as aforesaid. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive and Executive's personal or legal representatives, executors, administrators, 7 successors, heirs, distributees, devisees and legatees. If the Executive shall should 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 had 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 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, (a) The Corporation and the Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business and/or assets of the Corporation or the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation and Company would be required to perform i...t if no such succession had taken place. Failure of As used in this Agreement, "Corporation" and "Company" shall mean the Corporation and the Company as defined previously and any successor to obtain such assumption their respective business and/or assets as aforesaid which assumes and agreement prior agrees to the effectiveness perform this Agreement by operation of any such succession shall be a breach of this Agreement. 9.2 law or otherwise. 5 (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 or legatees. If the Executive shall should die while 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 Company shall (a) The Corporation 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 Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had ta...ken place. Failure As used in this Agreement, "Corporation" shall mean the Corporation as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights 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 Executive hereunder 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 7 Executive shall should die while any amount would still be amounts are payable to the Executive him 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, amounts unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives Executive's devisee, legatee, or administrators of other designee or, if there be no such designee, to the Executive's estate. View More
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, (a) The Corporation and the Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation consolidation, or otherwise) to all or substantially all of the business and/or assets of the Corporation or the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation and Company would be required to perform i...t if no such succession had taken place. Failure of As used in this Agreement, "Corporation" and "Company" shall mean the Corporation and the Company as defined previously and any successor to obtain such assumption their respective business and/or assets as aforesaid which assumes and agreement prior agrees to the effectiveness perform this Agreement by operation of any such succession shall be a breach of this Agreement. 9.2 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 or legatees. If the Executive shall should die while 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 Company (a) The Corporation 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 Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company Corporation would be required to perform it if no such succession had taken p...lace. Failure of place, Unless expressly provided otherwise, "Corporation" as used herein shall mean the Company Corporation as defined in this Agreement and any successor to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. 9.2 its business and/or assets as aforesaid. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive and Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall should 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 had 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 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 8.1 In addition to any obligations imposed by law upon any successor to the Company, 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 accordance with its terms. 8.2 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
