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 other than in connection with a Corporate Change to expressly assume and agree 10 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 su...ccession 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 This Agreement by operation of law. (b)This Agreement and all rights of 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 Executive shall 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 Executive's devisee, legatee, or administrators of the other designee or, if there be no such designee, to Executive's estate. View More
Successors Binding Agreement. 9.1 (a) 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 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 or upon 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 (including the determination of the applicable payment date) as the Executive would be entitled to hereunder if the Executive were to terminate the Executive's employment for Good Reason after a Change in Control (a "Change in Control Payment") except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. For purposes of a Change in Control Payment described in the previous sentence, such payment shall only occur if the succession is a "change in control" of the Company as defined in Treasury Regulation 1.409A-3(i)(5). For the avoidance of doubt, if the Executive receives a Change in Control Payment pursuant to this Section 9(a), then the Executive shall not be entitled to any Payment under Section 6(a) following his 10 subsequent termination of employment. Notwithstanding the foregoing, if the Company successfully obtains such assumption and agreement prior to or upon the effectiveness of any such succession and the successor extends an offer of employment to the Executive, any termination of the Executive's employment with the Company incident to such succession shall be ignored for purposes of this Agreement; provided that nothing contained in this Section 9(a) shall limit the Executive's right to terminate employment with the successor for Good Reason if the succession constitutes a Change in Control and the successor takes any action subsequent to such succession that would constitute Good Reason hereunder. (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 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
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor to the Company, the 6.1. SUCCESSORS. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) acquiring a majority of the Company's voting common stock or any other successor 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 b...e required to perform it if no such succession had taken place. Failure As used in this Agreement, " Company " shall mean the Company as previously defined and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. 6.2. BENEFIT. 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 Executive under 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 should die while 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) him under this Agreement, including all payments payable under Section 5 "Compensation and Benefits Upon Termination" , if the Executive he 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 other designee or, if there is no such designee, 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, 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 other than in connection with a Corporate Change 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 succ...ession 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. (b) This Agreement and all rights of 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 Executive shall 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 Executive's devisee, legatee, or administrators of the other designee or, if there be no such designee, to Executive's estate. View More
Successors Binding Agreement. 9.1 10.1. In addition to any obligations imposed by law upon any successor to the Company, Company or CMP, the Company shall or CMP 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 or CMP, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company or CMP would be required to perform it if no such succession had ta...ken 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 10.2. 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
Successors Binding Agreement. 9.1 6.1 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 6.2 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 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
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 purchaser or indirect, by purchase, merger, consolidation purchasers of the Company or otherwise) to all any purchaser or purchasers of substantially all of the business and/or or assets of the Company Company, by agreement in form and substance satisfactory to expressly the Executive, to 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 purchase had taken place. Failure of As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to obtain such assumption its business or assets which executes and delivers the agreement prior to provided for in this Section 9(a) or which otherwise becomes bound by all the effectiveness of any such succession shall be a breach terms and provisions of this Agreement. 9.2 Agreement by operation of law. (b) This Agreement 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 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 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, the (i) 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 or assets of the Company expressly 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 t...he 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 the Executive would have been entitled hereunder if employment is terminated 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 hereinbefore defined and any successor-in-interest to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. (ii) 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
Successors Binding Agreement. 9.1 In addition to any obligations imposed by law upon any successor This Agreement shall inure to the Company, benefit of and be enforceable by the Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. The Executive's rights and benefits under this Agreement may not be assigned, except that if the Executive dies while any amount would still be payable to the Executive hereunder 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 beneficiaries designated by the Executive to receive benefits under this Agreement in a writing on file with the Company shall at the time of the Executive's death or, if there is no such beneficiary, to the Executive's estate. The Company 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 Company (or of any division or Subsidiary thereof employing 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 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 and 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 entitle the Executive shall die while any to compensation from the Company in the same amount would still be payable and on the same terms to which the Executive would be entitled 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, terminated employment for Good Reason following a Change in Control, on the first day after the Change in Control. As such, the last paragraph of Section 4 shall be paid in accordance with the terms of this Agreement controlling as to the executors, personal representatives or administrators time of payment of the Executive's estate. amounts specified therein determined as if the Separation from Service is on the day after the Change in Control. 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. The assumption shall be by ag...reement in form and substance satisfactory to the Executive. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach entitle the Executive to terminate his employment for Good Reason as provided in Section 1.3(g). As used in the Agreement "Company" means the Company as previously defined and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 4 or which otherwise becomes bound by all the terms and provisions of this Agreement. 9.2 Agreement by operation of law. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, distributes, devisees and legatees. legatees, but the Executive may not assign this Agreement. If the Executive shall should die while any 5 amount 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 his devisee, legatee or administrators of the Executive's other designee or, if there be no such designee, to his estate. View More
