Common use of Benefit of Agreement; Assignment; Beneficiary Clause in Contracts

Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and their successors and assigns (but only to the extent the Agreement relates to such entity), including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s assets or business or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s estate. (b) The Company shall require any successor (whether director or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Upon a reorganization, merger or consolidation of The Kxxxx-X’Xxxx Company with one or more corporations as a result of which The Kxxxx-X’Xxxx Company is not to be the surviving corporation (whether or not The Kxxxx-X’Xxxx Company shall be dissolved or liquidated) or upon the execution of an agreement for the sale or transfer of all or substantially all of the assets of the The Kxxxx-X’Xxxx Company (“Change-in-Control Event”), at the option of the Executive, the Term shall be modified to the lesser of (i) eighteen (18) months from the Change-in-Control Event or (ii) the remaining Term.

Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and their successors and assigns (but only to the extent the Agreement relates to such entity), including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s 's assets or business or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s 's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s 's estate. (b) The Company shall require any successor (whether director or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Upon a reorganization, merger or consolidation of The Kxxxx-X’Xxxx Company Kroll Inc. with one or more corporations as a result of which The Kxxxx-X’Xxxx Company is Kroll Xxx. shall not to be the surviving corporation (whether or not The Kxxxx-X’Xxxx Company Krxxx Xnc. shall be dissolved or liquidated) or upon the execution of an agreement for the sale or transfer of all or substantially all of the assets of the The Kxxxx-X’Xxxx Company Kroll Inc. (“"Change-in-Control Event”"), at the option of the Executive, the Term shall be modified to the lesser of (i) eighteen (18) months from the Change-in-Control Event or (ii) the remaining Term.

Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and their successors and assigns (but only to the extent the Agreement relates to such entity), including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s assets or business or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s estate. (b) The Company shall require any successor (whether director direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Upon a reorganization, merger or consolidation of The Kxxxx-X’Xxxx Company Kxxxx Inc. with one or more corporations as a result of which The Kxxxx-X’Xxxx Company Kxxxx Inc. is not to be the surviving corporation (whether or not The Kxxxx-X’Xxxx Company Kxxxx Inc. shall be dissolved or liquidated) or upon the execution of an agreement for the sale or transfer of all or substantially all of the assets of the The Kxxxx-X’Xxxx Company Kxxxx Inc. (“Change-in-in Control Event”), ) at the option of the Executive, the Term shall be modified to the lesser of (i) eighteen (18) months from the Change-in-Control Event Event. Provided, however, that nothing contained in this Section 6.1(c) shall limit or (ii) the remaining Termotherwise modify Executive’s rights under ARTICLE 5.

Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and their successors and assigns (but only to the extent the Agreement relates to such entity), including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s 's assets or business or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his her personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he she had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s 's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s 's estate. (b) The Company shall require any successor (whether director or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Upon a reorganization, merger or consolidation of The Kxxxx-X’Xxxx Company Kroll Inc. with one or more corporations as a result of which The Kxxxx-X’Xxxx Company Kroll Xxx. is not to be the surviving corporation (whether or not The Kxxxx-X’Xxxx Company Krxxx Xnc. shall be dissolved or liquidated) or upon the execution of an ox xx agreement for the sale or transfer of all or substantially all of the assets of the The Kxxxx-X’Xxxx Company (“Change-"Change in-Control Event”"), at the option of the Executive, the Term shall be modified to the lesser of (i) eighteen (18) months from the Change-in-Control Event or (ii) the remaining Term.

Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and their successors and assigns (but only to the extent the Agreement relates to such entity), including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s 's assets or business or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s 's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s 's estate. (b) The Company shall require any successor (whether director direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Upon a reorganization, merger or consolidation of The Kxxxx-X’Xxxx Company Kroll Inc. with one or more corporations as a result of which The Kxxxx-X’Xxxx Company Kroll Xxx. is not to be the surviving corporation (whether or not The Kxxxx-X’Xxxx Company Krxxx Xnc. shall be dissolved or liquidated) or upon the execution of an agreement for the sale or transfer of all or substantially all of the assets of the The Kxxxx-X’Xxxx Company Kroll Inc. (“"Change-in-Control Event”"), at the option of the Executive, the Term shall be modified to the lesser of (i) eighteen (18) months from the Change-in-Control Event or (ii) the remaining Term.

Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and their its permitted successors and assigns (but only to the extent the Agreement relates to such entity), including, without limitation, which shall consist solely of any corporation or person which may acquire all or substantially all of the Company’s 's assets or business business, or with or into which the Company may be consolidated or merged; PROVIDED HOWEVER, that except as set forth in the immediately following sentence no assignment shall relieve the Company of its obligations hereunder. Without limiting the generality of the foregoing, upon the occurrence of the IPO the Company may assign this Agreement and all of its rights and obligations hereunder to Newco and after such time (i) the Company will have no further obligations hereunder to Executive, except for amounts accrued prior to the date of such assignment and (ii) except as specifically set forth herein, all references under this Agreement to the Company shall be references to Newco. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his her personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he she had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s 's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s 's estate. (b) The Company shall require any successor (whether director direct or indirect, by operation of law, by purchase, merger, /consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Upon a reorganization, merger or consolidation of The Kxxxx-X’Xxxx Company with one or more corporations as a result of which The Kxxxx-X’Xxxx Company is not to be the surviving corporation (whether or not The Kxxxx-X’Xxxx Company shall be dissolved or liquidated) or upon the execution of an agreement for the sale or transfer of all or substantially all of the assets of the The Kxxxx-X’Xxxx Company (“Change-in-Control Event”), at the option of the Executive, the Term shall be modified to the lesser of (i) eighteen (18) months from the Change-in-Control Event or (ii) the remaining Term.

Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement shall inure to the benefit of and be binding upon the Company and their its successors and assigns (but only to the extent the Agreement relates to such entity), including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s 's assets or business or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder if he had continued to live, all such amounts amount shall be paid in accordance with the terms of this Agreement to the Executive’s 's beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s 's estate. (b) The Company shall require any successor (whether director direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Upon a reorganization, merger or consolidation of The KxxxxKrolx-X’Xxxx Company X'Xxxx Xxxpany with one or more corporations as a result of which The KxxxxKrolx-X’Xxxx Company X'Xxxx Xxxpany is not to be the surviving corporation (whether or not The KxxxxKrolx-X’Xxxx Company X'Xxxx Xxxpany shall be dissolved or liquidated) or upon the execution of an agreement for the sale or transfer of all or substantially all of the assets of the The KxxxxKrolx-X’Xxxx Company X'Xxxx Xxxpany (“"Change-in-Control Event”), ") at the option of the Executive, the Term shall be modified to the lesser of (i) eighteen (18) months from the Change-in-Control Event Event. Provided, however, that nothing contained in this Section 6. l (c) shall limit or (ii) the remaining Termotherwise modify Executive's rights under ARTICLE 5.