Common use of Assignment; Successors and Assigns, etc Clause in Contracts

Assignment; Successors and Assigns, etc. Neither party may make any assignment, in whole or in part, of this Agreement or any interest herein, by operation of law or otherwise, or delegate any of their respective duties hereunder, without the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and obligations of the Company under this Agreement may be assigned to the successor-in-interest of the Company in such Change in Control without the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable to Executive, by which such successor-in-interest shall expressly agree to be bound by this Agreement and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, legal representatives, executors, administrators, heirs, devisees and legatees, and permitted assigns. If Executive should die while any amounts are still payable to him/her pursuant to Section 5 hereof, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

Appears in 11 contracts

Samples: Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.), Change of Control Severance Compensation Agreement (First Foundation Inc.)

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Assignment; Successors and Assigns, etc. Neither party may make (a) This Agreement shall be binding upon the Bank and any assignmentsuccessors to the the Bank, in whole including any Persons acquiring directly or in partindirectly all or substantially all of the business or assets of the Bank by purchase, of this Agreement or any interest hereinmerger, by operation of law consolidation, reorganization, or otherwise, or delegate any of their respective duties hereunder, without but this Agreement and the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and Bank’s obligations of the Company under this Agreement may be assigned are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the successor-in-interest Executive, the Bank shall require any successor to all or substantially all of the Company in such Change in Control without business or assets of the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable Bank expressly to Executive, by which such successor-in-interest shall expressly assume and agree to be bound by perform this Agreement in the same manner and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this same extent the Bank would be required to perform had no succession occurred. (b) This Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, Executive’s personal or legal representatives, executors, administrators, successors, heirs, devisees distributees, and legatees. (c) Without written consent of the other parties, and permitted assigns. If Executive should die while no party shall assign, transfer, or delegate this Agreement or any amounts are still payable to him/her pursuant to Section 5 hereofrights or obligations under this Agreement, all such amounts, unless otherwise except as expressly provided herein. Without limiting the generality or effect of the foregoing, shall be paid in accordance with the terms of this Agreement to the Executive’s deviseeright to receive payments hereunder is not assignable or transferable, legateewhether by pledge, creation of a security interest, or other designee orotherwise, if there be no such designee, to except for a transfer by the Executive’s estatewill or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 15.6, the Bank shall have no liability to pay any amount to the assignee or transferee.

Appears in 3 contracts

Samples: Employment Agreement (Provident Bancorp, Inc.), Employment Agreement (Provident Bancorp, Inc.), Employment Agreement (Provident Bancorp, Inc.)

Assignment; Successors and Assigns, etc. Neither party may make (a) This Agreement shall be binding upon the Bank and any assignmentsuccessors to the Bank, in whole including any Persons acquiring directly or in partindirectly all or substantially all of the business or assets of the Bank by purchase, of this Agreement or any interest hereinmerger, by operation of law consolidation, reorganization, or otherwise, or delegate any of their respective duties hereunder, without but this Agreement and the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and Bank’s obligations of the Company under this Agreement may be assigned are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the successor-in-interest Executive, the Bank shall require any successor to all or substantially all of the Company in such Change in Control without business or assets of the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable Bank expressly to Executive, by which such successor-in-interest shall expressly assume and agree to be bound by perform this Agreement in the same manner and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this same extent the Bank would be required to perform had no succession occurred. (b) This Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, Executive’s personal or legal representatives, executors, administrators, successors, heirs, devisees distributees, and legatees. (c) Without written consent of the other parties, and permitted assigns. If Executive should die while no party shall assign, transfer, or delegate this Agreement or any amounts are still payable to him/her pursuant to Section 5 hereofrights or obligations under this Agreement, all such amounts, unless otherwise except as expressly provided herein. Without limiting the generality or effect of the foregoing, shall be paid in accordance with the terms of this Agreement to the Executive’s deviseeright to receive payments hereunder is not assignable or transferable, legateewhether by pledge, creation of a security interest, or other designee orotherwise, if there be no such designee, to except for a transfer by the Executive’s estatewill or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 15.6, the Bank shall have no liability to pay any amount to the assignee or transferee.

Appears in 2 contracts

Samples: Employment Agreement (Provident Bancorp, Inc. /MD/), Employment Agreement (Provident Bancorp, Inc. /MD/)

Assignment; Successors and Assigns, etc. Neither party may make any assignment, in whole or in part, of this Agreement or any interest herein, by operation of law or otherwise, or delegate any of their respective duties hereunder, without the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and obligations of the Company under this Agreement may be assigned to the successor-in-interest of the Company in such Change in Control without the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable to Executive, by which such successor-in-interest shall expressly agree to be bound by this Agreement and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, legal representatives, executors, administrators, heirs, devisees and legatees, and permitted assigns. If Executive should die while any amounts are still payable to him/her him pursuant to Section 5 4 hereof, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

Appears in 1 contract

Samples: Change in Control Severance Compensation Agreement (First Foundation Inc.)

Assignment; Successors and Assigns, etc. Neither party may make  (a) This Agreement shall be binding upon the Bank and any assignmentsuccessors to the the Bank, in whole including any Persons acquiring directly or in partindirectly all or substantially all of the business or assets of the Bank by purchase, of this Agreement or any interest hereinmerger, by operation of law consolidation, reorganization, or otherwise, or delegate any of their respective duties hereunder, without but this Agreement and the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and Bank’s obligations of the Company under this Agreement may be assigned are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the successor-in-interest Executive, the Bank shall require any successor to all or substantially all of the Company in such Change in Control without business or assets of the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable Bank expressly to Executive, by which such successor-in-interest shall expressly assume and agree to be bound by perform this Agreement in the same manner and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this same extent the Bank would be required to perform had no succession occurred. (b) This Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, Executive’s personal or legal representatives, executors, administrators, successors, heirs, devisees distributees, and legatees.  (c) Without written consent of the other parties, and permitted assigns. If Executive should die while no party shall assign, transfer, or delegate this Agreement or any amounts are still payable to him/her pursuant to Section 5 hereofrights or obligations under this Agreement, all such amounts, unless otherwise except as expressly provided herein. Without limiting the generality or effect of the foregoing, shall be paid in accordance with the terms of this Agreement to the Executive’s deviseeright to receive payments hereunder is not assignable or transferable, legateewhether by pledge, creation of a security interest, or other designee orotherwise, if there be no such designee, to except for a transfer by the Executive’s estate.will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 15.6, the Bank shall have no liability to pay any amount to the assignee or transferee. 

Appears in 1 contract

Samples: Employment Agreement (Provident Bancorp, Inc. /MD/)

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Assignment; Successors and Assigns, etc. Neither party may make any assignment, in whole or in part, of this Agreement or any interest herein, by operation of law or otherwise, or delegate any of their respective duties hereunder, without the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and obligations of the Company under this Agreement may be assigned to the successor-in-interest of the Company in such Change in Control without the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable to Executive, by which such successor-in-interest shall expressly agree to be bound by this Agreement and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, legal representatives, executors, administrators, heirs, devisees and legatees, and permitted assigns. If Executive should die while any amounts are still payable to him/her pursuant to Section 5 4 hereof, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

Appears in 1 contract

Samples: Change in Control Severance Compensation Agreement (First Foundation Inc.)

Assignment; Successors and Assigns, etc. Neither party may make (a) This Agreement shall be binding upon the Bank and any assignmentsuccessors to the Bank, in whole including any Persons acquiring directly or in partindirectly all or substantially all of the business or assets of the Bank by purchase, of this Agreement or any interest hereinmerger, by operation of law consolidation, reorganization, or otherwise, or delegate any of their respective duties hereunder, without but this Agreement and the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and Bank’s obligations of the Company under this Agreement may be assigned are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the successor-in-interest Executive, the Bank shall require any successor to all or substantially all of the Company in such Change in Control without business or assets of the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable Bank expressly to Executive, by which such successor-in-interest shall expressly assume and agree to be bound by perform this Agreement in the same manner and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this same extent the Bank would be required to perform had no succession occurred. (b) This Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, Executive’s personal or legal representatives, executors, administrators, successors, heirs, devisees distributees, and legatees.  (c) Without written consent of the other parties, and permitted assigns. If Executive should die while no party shall assign, transfer, or delegate this Agreement or any amounts are still payable to him/her pursuant to Section 5 hereofrights or obligations under this Agreement, all such amounts, unless otherwise except as expressly provided herein. Without limiting the generality or effect of the foregoing, shall be paid in accordance with the terms of this Agreement to the Executive’s deviseeright to receive payments hereunder is not assignable or transferable, legateewhether by pledge, creation of a security interest, or other designee orotherwise, if there be no such designee, to except for a transfer by the Executive’s estate.will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 14.6, the Bank shall have no liability to pay any amount to the assignee or transferee. 

Appears in 1 contract

Samples: Employment Agreement (Provident Bancorp, Inc. /MD/)

Assignment; Successors and Assigns, etc. Neither party may make (a) This Agreement shall be binding upon the Bank and any assignmentsuccessors to the Bank, in whole including any Persons acquiring directly or in partindirectly all or substantially all of the business or assets of the Bank by purchase, of this Agreement or any interest hereinmerger, by operation of law consolidation, reorganization, or otherwise, or delegate any of their respective duties hereunder, without but this Agreement and the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and Bank’s obligations of the Company under this Agreement may be assigned are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the successor-in-interest Executive, the Bank shall require any successor to all or substantially all of the Company in such Change in Control without business or assets of the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable Bank expressly to Executive, by which such successor-in-interest shall expressly assume and agree to be bound by perform this Agreement in the same manner and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this same extent the Bank would be required to perform had no succession occurred. (b) This Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, Executive’s personal or legal representatives, executors, administrators, successors, heirs, devisees distributees, and legatees. (c) Without written consent of the other parties, and permitted assigns. If Executive should die while no party shall assign, transfer, or delegate this Agreement or any amounts are still payable to him/her pursuant to Section 5 hereofrights or obligations under this Agreement, all such amounts, unless otherwise except as expressly provided herein. Without limiting the generality or effect of the foregoing, shall be paid in accordance with the terms of this Agreement to the Executive’s deviseeright to receive payments hereunder is not assignable or transferable, legateewhether by pledge, creation of a security interest, or other designee orotherwise, if there be no such designee, to except for a transfer by the Executive’s estatewill or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 14.6, the Bank shall have no liability to pay any amount to the assignee or transferee.

Appears in 1 contract

Samples: Employment Agreement (Provident Bancorp, Inc. /MD/)

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