Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your case) and assigns. (b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company; provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder. (c) None of your rights or obligations under this Agreement may be assigned or transferred by you other than your rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Company.
Appears in 9 contracts
Samples: Employment Agreement (NYSE Euronext), Employment Agreement (NYSE Euronext), Employment Agreement (NYSE Euronext)
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your case) the case of the Executive), and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the assets and business and assets of the Company; provided provided, that the assignee or transferee is the successor to all or substantially all of the assets and business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations obligations, and duties of the Company Company, as set forth contained in this Agreement, either contractually or as a matter of law. In the event of any merger, consolidation, other combination, sale of assets and business and assets, or liquidation as described in the preceding sentence, the Company shall use its best commercially reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of applicable law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyas provided in Section 18(f).
Appears in 6 contracts
Samples: Employment Agreement (ACA Capital Holdings Inc), Employment Agreement (ACA Capital Holdings Inc), Employment Agreement (ACA Capital Holdings Inc)
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your casethe case of the Executive) and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company it except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company; , provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyotherwise provided in Section 17(e).
Appears in 4 contracts
Samples: Employment Agreement (Epicept Corp), Employment Agreement (Epicept Corp), Employment Agreement (Epicept Corp)
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your casethe case of the Executive) and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company; , provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyotherwise provided in Section 15(e) hereof.
Appears in 2 contracts
Samples: Employment Agreement (CRT Properties Inc), Employment Agreement (Koger Equity Inc)
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your casethe case of the Executive) and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company; , provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, assets or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyotherwise provided in Section 15(e) hereof.
Appears in 2 contracts
Samples: Employment Agreement (CRT Properties Inc), Employment Agreement (Koger Equity Inc)
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your case) the case of the Executive), and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the assets and business and assets of the Company; provided provided, that the assignee or transferee is the successor to all or substantially all of the assets and business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations obligations, and duties of the Company Company, as set forth contained in this Agreement, either contractually or as a matter of law. In the event of any merger, consolidation, other combination, sale of assets and business and assets, or liquidation as described in the preceding sentence, the Company shall use its best commercially reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your her rights to compensation and benefits, which may be transferred only by will or by operation of applicable law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyas provided in Section 18(f).
Appears in 1 contract
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your casethe case of the Executive) and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company it except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company; , provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyotherwise provided in Section 10(e).
Appears in 1 contract
Samples: Severance Agreement (Epicept Corp)
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your casethe case of the Executive) and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the business and assets of the Company; , provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyas otherwise provided in Section 17(e).
Appears in 1 contract
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your casethe case of the Executive) and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company it except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the Company’s business and assets of the Company; assets, provided that the assignee or transferee is the successor to all or substantially all of the Company’s business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company as set forth in this Agreement. In the event of any merger, consolidation, other combination, sale of business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyotherwise provided in Section 18(e) below.
Appears in 1 contract
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in your casethe case of the Executive) and assigns.
(b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or other combination in which the Company is not the continuing entity, or a sale or liquidation of all or substantially all of the assets and business and assets of the Company; , provided that the assignee or transferee is the successor to all or substantially all of the assets and business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company Company, as set forth contained in this Agreement, either contractually or as a matter of law. In the event of any merger, consolidation, other combination, sale of assets and business and assets, or liquidation as described in the preceding sentence, the Company shall use its best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Companyas provided in Section 18(e).
Appears in 1 contract
Samples: Employment Agreement (Ck Witco Corp)
Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and beneficiaries (in your case) the case of the Executive), and permitted assigns, including for clarity, any successor entities of the Company, and of IBC and any of its Affiliates, on the Emergence Date.
(b) No rights or obligations of the Company or IBC under this Agreement may be assigned or transferred by the Company or IBC, except that such rights and or obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company or IBC is not the continuing entity, or a in connection with the sale or liquidation of all or substantially all of the business and assets of the CompanyIBC and its subsidiaries; provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company IBC and its subsidiaries and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company and IBC as set forth in this Agreement. In the event of any merger, consolidation, consolidation or other combination, or the sale or liquidation of business and assets, or liquidation as described in the preceding sentence, the Company shall use its reasonable best reasonable efforts to cause such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company and IBC hereunder.
(c) None of your No rights or obligations of the Executive under this Agreement may be assigned or transferred by you the Executive other than your his rights to compensation and benefits, which may be transferred only by will or by operation of law, except that you shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Company.
Appears in 1 contract
Samples: Employment Agreement (Interstate Bakeries Corp/De/)