Successors Clause Example with 387 Variations from Business Contracts

Successors. (a) The Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purpo...ses under this Agreement, the term "Company" shall will include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) 11(a) or which becomes bound by the terms of this Agreement by operation of law. (b) Executive's Successors. The terms of this Agreement and all rights and obligations of Executive hereunder shall will inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. -9- 12. Notice. (a) General. All notices and other communications required or permitted under this Agreement shall be in writing and will be effectively given (i) upon actual delivery to the party to be notified, (ii) upon transmission by e-mail, addressed (A) if to Executive, at the e-mail address Executive shall have most recently furnished to the Company in writing, (B) if to the Company, at legalnotices@palantir.com, (iii) twenty-four (24) hours after confirmed facsimile transmission, (iv) one (1) business day after deposit with a recognized overnight courier or (v) three (3) business days after deposit with the U.S. Postal Service by first class certified or registered mail, return receipt requested, postage prepaid, addressed (A) if to Executive, at the address Executive shall have most recently furnished to the Company in writing, (B) if to the Company, at the following address: Palantir Technologies Inc. 100 Hamilton Avenue, Suite 300 Palo Alto, CA 94301 Attention: Legal Department (b) Notice of Termination. Any Termination of Executive by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 12(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date. The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Good Reason will not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing Executive's rights hereunder. View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any su...ccessor (whether direct or indirect and whether indirect, by purchase, purchase merger, consolidation, liquidation consolidation or otherwise) to all or substantially all of the Company's business and/or assets shall of the Company to assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as that the Company would be required to perform it if no such obligations succession had taken place. As used in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include mean the Company as hereinbefore defined and any successor to the Company's its business and/or assets as aforesaid which executes assumes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of agrees to perform this Agreement by operation of law. (b) Executive's Successors. law, or otherwise, including without limitation, a Change in Control. 11 10. Payment of Financial Obligations. The terms payment or provision to the Executive by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement and all rights of Executive hereunder shall inure be allocated to the benefit of, Operating Partnership, Sunstone, Sunstone Hotel TRS Lessee, Inc. and, if applicable, any of their respective subsidiaries and/or affiliates in accordance with any employee sharing and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees expense allocation agreement, by and legatees. between Sunstone and the Operating Partnership, as in effect from time to time. View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to Feehan and without the prior written consent of the Company shall not be assignable by Feehan otherwise than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Company may, without Feehan's consent, assign, whether by assignment agreement, merger, operation of law or otherwise, this Agreement to the Company or to any successor or affiliate of the Company, subject to such assignee's express ...assumption of all obligations of the Company hereunder. This Agreement shall inure to the benefit of and be enforceable by Feehan's legal representatives. 13 (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect and whether indirect, by purchase, merger, consolidation, liquidation consolidation or otherwise) to all or substantially all of the Company's business and/or assets shall of the Company to assume the obligations under this Agreement expressly and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as that the Company would be required to perform it if no such obligations succession had taken place. As used in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include mean the Company as hereinbefore defined and any successor to the Company's its business and/or assets as aforesaid which executes assumes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of agrees to perform this Agreement by operation of law. (b) Executive's Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive's personal law, or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. otherwise. View More

Successors. (a) The Company's Successors. Any successor to the Company of all or substantially all of the Company's business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall other transaction) will assume the obligations under this Agreement the Plan and agree expressly to perform the obligations under this Agreement the Plan in the same manner and to the same extent a...s the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the Plan, the term "Company" shall will include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes become bound by the terms of this Agreement the Plan by operation of law. (b) Executive's Successors. law, or otherwise. 9 20. Applicable Law. The terms provisions of this Agreement the Plan will be construed, administered and all rights of Executive hereunder shall inure enforced in accordance with ERISA and, to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions). View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal representatives. 5 (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any succe...ssor (whether direct or indirect and whether indirect, by purchase, merger, consolidation, liquidation consolidation or otherwise) to all or substantially all of the Company's business and/or assets shall of the Company to assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as that the Company would be required to perform it if no such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law. (b) Executive's Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. succession had taken place. View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal representatives, heirs or successors and the Employee by written notice to the Company may designate any beneficiary with respect to any amounts due under this Agreement upon the Employee's death. (b) This Agreement shall inure to ...the benefit of and be binding upon the Company, its personal representatives, its successors and assigns. (c) The Company will require any successor (whether direct or indirect and whether indirect, by purchase, merger, consolidation, liquidation consolidation or otherwise) to all or substantially all of the Company's business and/or assets shall of the Company to assume the obligations under this Agreement expressly and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as that the Company would be required to perform it if no such obligations succession had taken place. As used in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include mean the Company as hereinbefore defined and any successor to the Company's its business and/or assets as aforesaid which executes assumes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of agrees to perform this Agreement by operation of law. (b) Executive's Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive's personal law, or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. otherwise. View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to the Company (whether direct or indirect Executive and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all without the prior written consent of the Company's business and/or assets Company shall assume not be assignable by the obligations under this Executive other than by will or the laws of descent and distribution. This Agreement and agree expressly to perform the obligations... under this Agreement in the same manner and shall inure to the same extent as benefit of and be enforceable by the Executive's legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company would be required to perform such obligations and its successors and assigns. As used in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include mean the Company as hereinbefore defined and any successor to the Company's its business and/or assets which executes assumes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of agrees to perform this Agreement by operation of law. (b) Executive's Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive's personal law, or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. otherwise. View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any su...ccessor (whether direct or indirect and whether indirect, by purchase, merger, consolidation, liquidation consolidation or otherwise) to all or substantially all of the Company's business and/or assets shall of the Company to assume the obligations under this Agreement expressly and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as that the Company would be required to perform it if no such obligations succession had taken place. Failure of the Company to obtain such agreement prior to the effective date of such purchase, merger, consolidation or other transaction shall be a breach of this Agreement 18 constituting "Good Reason" hereunder, except that for purposes of implementing the foregoing, the date upon which such purchase, merger, consolidation or other transaction becomes effective shall be deemed the Date of Termination. As used in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include mean the Company as hereinbefore defined and any successor to the Company's its business and/or assets as aforesaid which executes assumes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of agrees to perform this Agreement by operation of law. (b) Executive's Successors. The terms law, or otherwise. (d) Without limiting the foregoing provisions of this Section 10 and for purposes of clarity, the parties hereto acknowledge and agree that, in accordance with the Merger Agreement, the Company shall cause this Agreement to be assumed by Parent as of the Effective Time and all rights of Executive hereunder shall inure references to the benefit of, and "Company" shall be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. deemed to refer to Parent following the Effective Time. View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to the Executive and without the prior written consent of the Company (whether direct shall not be assignable by the Executive otherwise than by will or indirect the laws of descent and whether distribution. This Agreement shall inure to the benefit of and be enforceable by purchase, merger, consolidation, liquidation or otherwise) the Executive's legal representatives. (a) This Agreement shall inure to the benefit of and be ...binding upon the Company and its successors and assigns. (b) The Company will require any successor to all or substantially all of the Company's business (whether direct or indirect, by purchase of ownership interests, merger, consolidation or otherwise and/or purchase of assets shall of the Company) to assume the obligations under this Agreement expressly and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as that the Company would be required to perform it if no such obligations succession had taken place. As used in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include mean the Company as hereinbefore defined and any successor to the Company's its business and/or assets as aforesaid which executes assumes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of agrees to perform this Agreement by operation of law. (b) Executive's Successors. law, or otherwise. 8 12. Full Settlement: No Mitigation: No Offset . The terms of Company's obligation to make the payments provided for in this Agreement and all rights of Executive otherwise to perform its obligations hereunder shall inure not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In the event of any termination of employment, the Executive shall be under no obligation to seek other employment, and amounts due the benefit of, and Executive under this Agreement shall not be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. offset by any remuneration attributable to any subsequent employment that he may maintain other than substantially comparable Welfare Benefits provided by a new employer. View More

Successors. (a) The Company's Successors. Any successor This Agreement is personal to the Executive and without the prior written consent of the Company (whether direct shall not be assignable by the Executive otherwise than by will or indirect the laws of descent and whether distribution. This Agreement shall inure to the benefit of and be enforceable by purchase, merger, consolidation, liquidation or otherwise) the Executive's legal representatives. (a) This Agreement shall inure to the benefit of and be ...binding upon the Company and its successors and assigns. (b) The Company will require any successor to all or substantially all of the Company's business (whether direct or indirect, by purchase of ownership interests, merger, consolidation or otherwise and/or purchase of assets shall of the Company) to assume the obligations under this Agreement expressly and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as that the Company would be required to perform it if no such obligations succession had taken place. As used in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include mean the Company as hereinbefore defined and any successor to the Company's its business and/or assets as aforesaid which executes assumes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of agrees to perform this Agreement by operation of law. (b) Executive's Successors. law, or otherwise. 9 12. Full Settlement: No Mitigation: No Offset. The terms of Company's obligation to make the payments provided for in this Agreement and all rights of Executive otherwise to perform its obligations hereunder shall inure not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In the event of any termination of employment, the Executive shall be under no obligation to seek other employment, and amounts due the benefit of, and Executive under this Agreement shall not be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. offset by any remuneration attributable to any subsequent employment that he may maintain other than substantially comparable Welfare Benefits provided by a new employer. View More