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 Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. 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. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. 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. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 16 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 1716, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Company Parties and any successor to their respective successors, heirs (in the case of the Executive) and assigns. (b) Holding’s and the Company’s rights or obligations under this Agreement may be assigned or transferred by Holding or the Company only pursuant to a merger, including without limitation any persons acquiring directly consolidation or indirectly similar transaction in which Holding or the Company are not the continuing entities, or a sale or liquidation of all or substantially all of the assets and business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization ; provided that the Executive’s written consent shall be required prior to the assignment or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes transfer of this Agreement), but shall not otherwise be assignable, transferable Holding’s or delegable by the Company. The Company shall require any ’s rights or obligations hereunder, and provided further that the assignee or transferee is the successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the assets and business and/or assets of Holding or the Company and such assignee or transferee assumes the liabilities, obligations and duties of Holding or the Company, by agreement as contained in this Agreement, either contractually or as a matter of law. In the event of any sale of assets and business or liquidation as described in the preceding sentence, Holding or the Company shall use their best efforts to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of Holding or the Company hereunder and shall cause such assignee or transferee to deliver a legal, valid and enforceable written instrument in form and substance satisfactory to the Executive, expressly Executive and his counsel to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. effect. (c) 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. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal , or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegatedSection 16(e).

Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Company Parties and any successor to their respective successors, heirs (in the Company, including without limitation any persons acquiring directly or indirectly all or substantially all case of the business and/or assets of Executive) and assigns. Notwithstanding the Companyforegoing, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to Accrued Benefits payable upon his death and the compensation and benefitspayable in accordance with Section 6.4(b), which may be transferred only by will or operation of law. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution anddistribution. The Executive shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive the Accrued Benefits payable upon his death and the compensation payable in accordance with Section 6.4(b) by giving the Company written notice thereof in advance of his death. In the event of the Executive’s death, references in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiaries, heirs, or executors for purposes of Section 6.5 and determining the recipient of the Accrued Benefits payable upon his death and the compensation payable in accordance with Section 6.4(b). (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 attempted assignment merger, consolidation, other combination, sale of business and assets, or transfer contrary to this Article 17liquidation as described in the preceding sentence, the Company shall have no liability use its best reasonable efforts to pay any amount so attempted cause such assignee or transferee to be assignedpromptly and expressly assume the liabilities, transferred or delegatedobligations and duties of the Company hereunder.

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 Executive), and assigns. No rights or obligations of the Company and under this Agreement may be assigned or transferred by the Company except that they may be assigned or transferred to any successor subsidiary of Sprint or pursuant to a merger or consolidation in which the CompanyCompany is not the continuing entity, including without limitation any persons acquiring directly or indirectly the sale or liquidation of all or substantially all of the business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization but only if the assignee or otherwise (and such transferee becomes the successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company and assumes the liabilities, obligations, and duties of the Company, by agreement as contained in form and substance satisfactory to the Executivethis Agreement, expressly to assume and agree to perform this Agreement either contractually or as a matter of law. The Company further agrees that, in the same manner event of a sale of assets or liquidation as described in the preceding sentence, it will take whatever action it legally can in order to cause the assignee or transferee to expressly assume the liabilities, obligations, and to the same extent duties of the Company would be required to perform if no such succession had taken placehereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his her rights to compensation and benefits, which may be transferred only in connection with Executive’s estate planning objectives or by will or operation of law. This Agreement If Executive should die or become disabled while any amount is owed but unpaid to Executive hereunder, all such amounts, unless otherwise provided herein, shall inure be paid to the benefit of and be enforceable by the Executive’s personal legal guardian or legal representativesto her devisee, executorslegatee or other designee, administratorsas the case may be, successorsor if there is no such designee, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the to Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegatedestate.

Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Company Parties and any successor to the Companytheir respective successors, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization or otherwise (heirs and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken placeassigns. No rights or obligations of the Executive Company under this the Agreement may be assigned or transferred by the Executive other than his or the Company except that (a) such rights or obligations of the Company may be assigned or transferred pursuant to compensation 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 benefitssuch assignee or transferee assumes the liabilities, which obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law, and (b) such obligations of the Company may be transferred only by the Executive by will or operation of law. This Agreement shall inure pursuant to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent or distribution. The Company shall take all reasonable legal action necessary to effect such assignment and distribution andassumption of the Company’s liabilities, obligations and duties under this Agreement in circumstances described in clause (a) of the event preceding sentence. (b) Executive understands that his employment, or continued employment, is consideration for the Non-Competition, Non-Disclosure and Non-Solicitation Covenants contained herein in Sections 13 and 14 of any attempted assignment or transfer contrary to this Article 17Agreement. Executive also understands and agrees that in consideration of the payment of ONE HUNDRED DOLLARS ($100.00), which Executive has received upon execution of this Agreement, the Non-Competition Covenants in Sections 13 and 14 of this Agreement shall be assignable by Company shall have no liability to pay as set forth herein. Further, it is understood that the Executive may not assign any amount so attempted to be assigned, transferred rights or delegateddelegate any duties under this Agreement.

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his her rights to compensation and benefits, which may be transferred only by will or operation of law. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his her will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Company Parties and any successor to their respective successors, heirs (in the case of the Executive) and assigns. (b) Holding’s and the Company’s rights or obligations under this Agreement may be assigned or transferred by Holding or the Company only pursuant to a merger, including without limitation any persons acquiring directly consolidation or indirectly similar transaction in which Holding or the Company are not the continuing entities, or a sale or liquidation of all or substantially all of the assets and business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization ; provided that the Executive’s written consent shall be required prior to the assignment or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes transfer of this Agreement), but shall not otherwise be assignable, transferable Holding’s or delegable by the Company. The Company shall require any ’s rights or obligations hereunder, and provided, further, that the assignee or transferee is the successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the assets and business and/or assets of Holding or the Company and such assignee or transferee assumes the liabilities, obligations and duties of Holding or the Company, by agreement as contained in this Agreement, either contractually or as a matter of law. In the event of any sale of assets and business or liquidation as described in the preceding sentence, Holding or the Company shall use their best efforts to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of Holding or the Company hereunder and shall cause such assignee or transferee to deliver a legal, valid and enforceable written instrument in form and substance satisfactory to the Executive, expressly Executive and his counsel to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. effect. (c) 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. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal , or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegatedSection 16(e).

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of (a) If the Company and any successor to the Companysells, including without limitation any persons acquiring directly assigns, or indirectly transfers all or substantially all of its business and assets to any Person (as defined under Section 3(a)(9) of the business and/or assets Securities Exchange Act of 1934, as amended), excluding affiliates of the Company, whether by purchase, merger, consolidation, reorganization or if the Company merges into or consolidates or otherwise (combines with any Person which is a continuing or successor entity, then the Company shall assign all of its rights, title and interest in this Agreement as of the date of such event to the Person which is either the acquiring or successor Company, and such successor Person shall thereafter assume in writing and perform from and after the date of such written assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such written assignment shall be deemed the “Company” for the purposes a breach of this Agreement), but shall not otherwise be assignable, transferable or delegable . In case of such assignment by the Company. The Company shall require any successor (whether direct or indirectand of written assumption and agreement by such Person, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially further rights as well as all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. No rights or other obligations of the Executive Company under this Agreement may thenceforth shall cease and terminate and thereafter the expression "the Company" wherever used herein shall be assigned deemed to mean such Person or transferred by Persons. (b) This Agreement and all rights of the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law. This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal or legal representatives, estates, executors, administrators, successors, heirs, distributees and/or legateesheirs and beneficiaries. This Agreement is personal in nature and neither of All amounts payable to the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments Executive hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution andpaid, in the event of the Executive's death, to the Executive's estate, heirs and representatives. This Agreement shall inure to the benefit of, be binding upon and be enforceable by, any attempted assignment successor, surviving or transfer contrary resulting Company or other entity to this Article 17, which all or substantially all of the Company Company's business and assets shall have no liability to pay any amount so attempted to be assigned, transferred transferred. This Agreement shall not be terminated by the voluntary or delegatedinvoluntary dissolution of the Company.

Assignability; Binding Nature. This Amended Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company, Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Amended Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Amended Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. No rights or obligations of the Executive under this Amended 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. This Amended Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Amended Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Amended Agreement or any rights or obligations hereunder except as expressly provided in Article 17 Section 16 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17Section 16, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Assignability; Binding Nature. (a) This Agreement shall be binding upon and inure to the benefit of the Company Parties and any successor to their respective successors, heirs (in the case of the Executive) and assigns. (b) Holding’s and the Company’s rights or obligations under this Agreement may be assigned or transferred by Holding or the Company only pursuant to a merger, including without limitation any persons acquiring directly consolidation or indirectly similar transaction in which Holding or the Company are not the continuing entities, or a sale or liquidation of all or substantially all of the assets and business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization ; provided that the Executive’s written consent shall be required prior to the assignment or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes transfer of this Agreement), but shall not otherwise be assignable, transferable Holding’s or delegable by the Company. The Company shall require any ’s rights or obligations hereunder, and provided further that the assignee or transferee is the successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the assets and business and/or assets of Holding or the Company and such assignee or transferee assumes the liabilities, obligations and duties of Holding or the Company, by agreement as contained in this Agreement, either contractually or as a matter of law. In the event of any sale of assets and business or liquidation as described in the preceding sentence, Holding or the Company shall use their best efforts to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of Holding or the Company hereunder and shall cause such assignee or transferee to deliver a legal, valid and enforceable written instrument in form and substance satisfactory to the Executive, expressly Executive and her counsel to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. effect. (c) No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his her rights to compensation and benefits, which may be transferred only by will or operation of law. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal , or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegatedSection 16(e).

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of the Executive) and assigns. No right or obligation of the Company and any successor or Holding, as the case may be, under this Agreement may be assigned or transferred by the Company or Holding, as the case may be, except that such right or obligation may be assigned or transferred pursuant to a merger or consolidation in which the Company or Holding, as the case may be, is not the continuing entity, or pursuant to the Company, including without limitation any persons acquiring directly sale or indirectly liquidation of all or substantially all of the assets or business and/or assets of the CompanyCompany or Holding, whether by purchaseas the case may be, merger, consolidation, reorganization provided that the assignee or otherwise (and such transferee is the successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the assets or business and/or assets of the CompanyCompany or Holding, by agreement as the case may be, and such assignee or transferee assumes the liabilities, obligations and duties of the Company or Holding, as the case may be, as contained in form this Agreement, either contractually or as a matter of law. Each of the Company and substance satisfactory to the ExecutiveHolding further agrees that, expressly to assume and agree to perform this Agreement in the same manner event of a sale of assets or liquidation as described in the preceding sentence, it shall exercise reasonable efforts to cause such assignee or transferee to expressly assume the liabilities, obligations and to the same extent duties of the Company would be required to perform if no such succession had taken placeand Holding hereunder. No rights right or obligations obligation 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, except as provided herein. This Agreement Nothing in this Section 13 shall inure be deemed to the benefit of and be enforceable by affect the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate 's rights under this Agreement or any rights or obligations hereunder except as expressly provided following a Change in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegatedControl.

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company, Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. 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. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 Section 16 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Article 17Section 16, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.