Successors Clause Example with 5 Variations from Business Contracts
This page contains Successors 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. (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a "Sale of Business"), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by w...ritten agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, "Company" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee shall, in the Employee's discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) and the Company (as so defined) in any action to enforce any rights of the Employee hereunder. Except as provided in this Subsection, this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company. (b) This Agreement and all rights of the Employee shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee under Sections 3, 5, and 7 of this Agreement if the Employee had lived shall be paid, in the event of the Employee's death, to the Employee's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Employee's death, that expressly govern benefits under such plan in the event of the Employee's death.View More
Variations of a "Successors" Clause from Business Contracts
Successors. (a) If the Company Employer sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company Employer merges into or consolidates or otherwise combines (where the Company Employer does not survive such combination) with any Person (any such event, a "Sale of Business"), then the Company Employer shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the C...ompany Employer shall cause such Person, by written agreement in form and substance reasonably satisfactory to the Employee, Executive, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Employer. Failure of the Company Employer to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. Agreement constituting "Good Reason" hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company Employer and of assumption and agreement by such Person, as used in this Agreement, "Company" "Employer" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 7 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee Executive shall, in the Employee's his or her discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) Employer and the Company Employer (as so defined) in any action to enforce any rights of the Employee Executive hereunder. Except as provided in this Subsection, Section 17(a), this Agreement shall not be assignable by the Company. Employer. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company. Employer. (b) This Agreement and all rights of the Employee Executive shall inure to the benefit of and be enforceable by the Employee's Executive's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee Executive under Sections 3, 5, 7, 8, 9, 10, 11, 12 and 7 of this Agreement 15 if the Employee Executive had lived shall be paid, in the event of the Employee's Executive's 24 death, to the Employee's Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, Employer, as such terms are in effect on the date of the Employee's death, Change in Control of the Company, that expressly govern benefits under such plan in the event of the Employee's Executive's death. View More
Successors. (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a "Sale of Business"), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by w...ritten agreement in form and substance reasonably satisfactory to the Employee, (an "Assumption Agreement"), to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Company, and the Assumption Agreement shall be in form and substance reasonably satisfactory to the Executive (but if at the time of a Sale of Business, the chief executive officer of the Company or any officer of Company who is among the next four highest ranking officers of the Company has a Key Executive Employment and Severance Agreement, and any of such officers approves the Assumption Agreement, the Executive, if not one of such five officers, shall be deemed to have approved the Assumption Agreement). Failure of the Company to obtain such agreement an Assumption Agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. Agreement constituting "Good Reason" hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, "Company" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 7 Assumption Agreement or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee Executive shall, in the Employee's his or her discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) and the Company (as so defined) in any action to enforce any rights of the Employee Executive hereunder. Except as provided in this Subsection, Subsection 18(a), this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company. (b) This Agreement and all rights of the Employee Executive shall inure to the benefit of and be enforceable by the Employee's Executive's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee Executive under Sections 3, 5, 8, 9, 10, 11, 12, 13 and 7 of this Agreement 16 hereof if the Employee Executive had lived shall be paid, in the event of the Employee's Executive's death, to the Employee's Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, Employer, as such terms are in effect on the date of the Employee's death, Change in Control of the Company, that expressly govern benefits under such plan in the event of the Employee's Executive's death. -18- 19. Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby. View More
Successors. (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a "Sale of Business"), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by w...ritten agreement in form and substance reasonably satisfactory to the Employee, Executive, to expressly assume and agree to perform -6- from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. Agreement constituting "Good Reason" hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, "Company" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 7 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee Executive shall, in the Employee's his discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) and the Company (as so defined) in any action to enforce any rights of the Employee Executive hereunder. Except as provided in this Subsection, Section 8(a), this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company. (b) This Agreement and all rights of the Employee Executive shall inure to the benefit of and be enforceable by the Employee's Executive's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable benefits that would have been provided to the Employee Executive under Sections 3, 5, 2 and 7 of this Agreement 6 if the Employee Executive had lived shall be paid, in the event of the Employee's Executive's death, to the Employee's Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Employee's death, Merger, that expressly govern benefits under such plan in the event of the Employee's Executive's death. View More
Successors. (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a "Sale of Business"), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by w...ritten agreement in form and substance reasonably satisfactory to the Employee, Executive, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. Agreement constituting "Good Reason" hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, "Company" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 7 16 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee Executive shall, in the Employee's his or her discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) and the Company (as so defined) deemed) in any action to enforce any rights of the Employee Executive hereunder. Except as provided in this Subsection, Section 16(a), this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company. 14 (b) This Agreement and all rights of the Employee Executive shall inure to the benefit of and be enforceable by the Employee's Executive's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee Executive under Sections 3, 5, 6, 7, 8, 9, 10, 11 and 7 of this Agreement 14 if the Employee Executive had lived shall be paid, in the event of the Employee's Executive's death, to the Employee's Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, Employer, as such terms are in effect on the date of the Employee's death, Change in Control of the Company, that expressly govern benefits under such plan in the event of the Employee's Executive's death. View More
Successors. (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a "Sale of Business"), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by w...ritten agreement in form and substance reasonably satisfactory to the Employee, Executive, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. Agreement constituting "Good Reason" hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, "Company" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 7 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee Executive shall, in the Employee's Executive's discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) and the Company (as so defined) in any action to enforce any rights of the Employee Executive hereunder. Except as provided in this Subsection, this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company. 20 (b) This Agreement and all rights of the Employee Executive shall inure to the benefit of and be enforceable by the Employee's Executive's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee Executive under Sections 3, 5, 7, 8, 9, 10, 11, 12 and 7 of this Agreement 15 hereof if the Employee Executive had lived shall be paid, in the event of the Employee's Executive's death, to the Employee's Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Employee's death, Change in Control of the Company, that expressly govern benefits under such plan in the event of the Employee's Executive's death. View More
