Common use of Assignability; Binding Nature Clause in Contracts

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 27 contracts

Samples: Executive Employment Agreement (Red Rock Resorts, Inc.), Executive Employment Agreement (Red Rock Resorts, Inc.), Executive Employment Agreement (Red Rock Resorts, Inc.)

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Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs heirs, and assigns; provided, however, that no . No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than his rights to compensation receive salary and benefits hereunder, bonuses hereunder which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no . No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the that assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations obligations, and duties of the Company under as contained in this Agreement, either contractually or as a matter of law.

Appears in 20 contracts

Samples: Employment Agreement (Assured Guaranty LTD), Employment Agreement (Assured Guaranty LTD), Employment Agreement (Assured Guaranty LTD)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights . Rights or obligations of the Company under this Agreement may be be, and may only be, assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law, provided that any amount due hereunder to the Executive at the time of his death shall instead be paid to his estate or his designated beneficiary.

Appears in 9 contracts

Samples: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no . No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred (i) to the Management Company pursuant to the Reorganization Plan, provided that the Management Company assumes all of the liabilities, obligations and duties of the Company under this Agreement or (ii) pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company (including the liabilities, obligations and duties of the Company under this Agreement), either contractually or as a matter of law.

Appears in 3 contracts

Samples: Employment Agreement (Station Casinos Inc), Employment Agreement (Station Casinos Inc), Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement is binding upon, and shall be binding upon and inure to the benefit of of, the Parties hereto and their respective successors, heirs heirs, administrators, executors and assigns; provided, however, that no . No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than Executive except that (a) his rights to compensation and benefits hereunder, which hereunder may be transferred only by will or operation of law and law, subject to the limitations of this Agreement; , and provided(b) his rights under employee benefit plans or programs may be assigned or transferred in accordance with such plans, further, that no programs. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to by operation of law in the event of a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 3 contracts

Samples: North East Insurance Company Employment Agreement (North East Insurance Co), North East Insurance Company Employment Agreement (North East Insurance Co), North East Insurance Co

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs (in the case of Executive) and permitted assigns; provided, however, that no . No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the CompanyCompany (including, without limitation, by merger, consolidation, or other operation of law) except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing or surviving entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided to one or more entities that have the financial and other ability to perform Company's obligations under this Agreement; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in Section 18 below.

Appears in 3 contracts

Samples: Executive Employment Agreement (Penncorp Financial Group Inc /De/), Executive Employment Agreement (Penncorp Financial Group Inc /De/), Executive Employment Agreement (Penncorp Financial Group Inc /De/)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no . No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, Executive other than his rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; . The Parties recognize that the Executive also may transfer his rights under the Option Agreement and Share Agreement to the extent therein provided, further, that no . No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a an amalgamation, reconstruction, merger or consolidation in which the Company is not the continuing entity, or the a sale or liquidation of all all, or substantially all all, of the business and assets of the Company, provided that the assignee or transferee is the successor to all all, or substantially all all, of the business and assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 3 contracts

Samples: Service Agreement (Axis Capital Holdings LTD), Service Agreement (Axis Capital Holdings L), Service Agreement (Axis Capital Holdings L)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs (in the case of Executive) and permitted assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no . No rights or obligations of the Company under this Agreement may be assigned or transferred by the CompanyCompany (including, without limitation, by merger, consolidation, or other operation of law) except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing or surviving entity, or the sale or liquidation of all or substantially all of the assets of the Company,, provided to one or more entities that have the financial and other ability to perform the Company's obligations under this Agreement; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to compensation and benefits, as provided in Section 15 below.

Appears in 3 contracts

Samples: Executive Employment Agreement (Select Media Communications Inc), Executive Employment Agreement (Select Media Communications Inc), Executive Employment Agreement (Select Media Communications Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights . Rights or obligations of the Company under this Agreement may be be, and may only be, assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law, provided that any amount due hereunder to the Executive at the time of his death shall instead be paid to his estate or his designated beneficiary.

Appears in 2 contracts

Samples: Employment Agreement (Primedia Inc), Employment Agreement (Primedia Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no . No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, Executive other than his rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and . The Parties recognize that the Executive also may transfer his rights under the Option Agreement to the extent therein provided, further, that no . No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a an amalgamation, reconstruction, merger or consolidation in which the Company is not the continuing entity, or the a sale or liquidation of all all, or substantially all all, of the business and assets of the Company, provided that the assignee or transferee is the successor to all all, or substantially all all, of the business and assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 2 contracts

Samples: Employment Agreement (Axis Capital Holdings LTD), Employment Agreement (Axis Capital Holdings L)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; providedPROVIDED, howeverHOWEVER, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and providedPROVIDED, furtherFURTHER, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 2 contracts

Samples: Executive Employment Agreement (Station Casinos Inc), Executive Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights . Rights or obligations of the Company under this Agreement may be be, and may only be, assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than her rights to compensation and benefits, which may be transferred only by will or operation of law, provided that any amount due hereunder to the Executive at the time of her death shall instead be paid to her estate or her designated beneficiary.

Appears in 2 contracts

Samples: Employment Agreement (Endurance International Group Holdings, Inc.), Employment Agreement (Endurance International Group Holdings, Inc.)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs heirs, and assigns; provided, however, that no . No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than his rights to compensation receive salary and benefits hereunder, bonuses hereunder which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no . No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the that assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations obligations, and duties of the Company under as contained in this Agreement, either contractually or as a matter of law.

Appears in 2 contracts

Samples: Employment Agreement (Assured Guaranty LTD), Employment Agreement (Assured Guaranty LTD)

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Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; providedPROVIDED, howeverHOWEVER, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and providedPROVIDED, furtherFURTHER, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.. Executive's Initials ----- Company's Initials -----

Appears in 1 contract

Samples: Executive Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no . No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, Executive other than rights his right to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no . No rights or obligations of the Company or Parent under this Agreement may be assigned or transferred by the Company, Company or Parent except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company or Parent is not the continuing con- tinuing entity, or the sale or liquidation of all or substantially all of the assets of the CompanyCompany or Parent, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company or Parent and such assignee or transferee assumes the liabilities, obligations and duties of the Company under or Parent, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Xl Capital LTD)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; providedPROVIDED, howeverHOWEVER, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and providedPROVIDED, furtherFURTHER, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or Executive's Initials --- Company's Initials --- substantially all of or the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Executive Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; providedPROVIDED, howeverHOWEVER, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and providedPROVIDED, furtherFURTHER, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the Executive's Initials --- Company's Initials --- assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Executive Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; providedPROVIDED, howeverHOWEVER, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and providedPROVIDED, furtherFURTHER, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or Executive's Initials --- Company's Initials --- substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Executive Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Executive Employment Agreement (Station Casinos Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; providedPROVIDED, howeverHOWEVER, that no rights or obligations of the Executive executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and providedPROVIDED, furtherFURTHER, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Executive Employment Agreement (Station Casinos Inc)

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