This example Successors clause appears in
5 contracts
from
1 company
Successors. (a) If the Employer sells, assigns or transfers all or substantially all of its business and assets to any Person or if the Employer merges into or consolidates or otherwise combines (where the Employer does not survive such combination) with any Person (any such event, a "Sale of Business"), then the 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 Employer shall cause such Person, by written agreement in form and ...substance reasonably satisfactory to the 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 Employer. Failure of the Employer to obtain such agreement prior to the effective date of such Sale of Business shall be a breach of this 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 Employer and of assumption and agreement by such Person, as used in this Agreement, "Employer" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 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 Executive shall, in 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 Employer and the Employer (as so defined) in any action to enforce any rights of the Executive hereunder. Except as provided in this Section 17(a), this Agreement shall not be assignable by the Employer. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Employer. (b) This Agreement and all rights of the Executive shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive under Sections 3, 7, 8, 9, 10, 11, 12 and 15 if the Executive had lived shall be paid, in the event of the Executive's 24 death, to the 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 Employer, as such terms are in effect on the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Executive's death.View More
