Binding Effect; Successors. (a) This Agreement shall be binding upon and inure to the benefit of the Company and its successors or assigns, but the Company may assign this Agreement only (i) to an Affiliate or (ii) pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company; and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.
Appears in 9 contracts
Samples: Severance and Change of Control Agreement (Pacific Drilling S.A.), Severance and Change of Control Agreement (Cal Dive International, Inc.), Severance and Change of Control Agreement (Cal Dive International, Inc.)
Binding Effect; Successors. (a) This Agreement shall be binding upon and inure to the benefit of the Company and its successors or assigns, but the Company may assign this Agreement only (i) to an Affiliate or (ii) pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company; Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually on the terms specified below or as a matter of law.
Appears in 4 contracts
Samples: Change of Control Agreement (Lumen Technologies, Inc.), Change of Control Agreement (Centurylink, Inc), Change of Control Agreement (Centurylink, Inc)
Binding Effect; Successors. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns, but the Company may assign this Agreement only (i) to an Affiliate one of its affiliates, provided the Company guarantees such affiliate’s performance of its obligations under this Agreement, or (ii) pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company; and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law.
Appears in 4 contracts
Samples: Severance Agreement, Retirement and Consulting Agreement (Gulf Island Fabrication Inc), Severance Agreement (Tidewater Inc)
Binding Effect; Successors. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns, but the Company may assign this Agreement only only: (i) to an Affiliate one of its affiliates, provided the Company guarantees such affiliate’s performance of its obligations under this Agreement; or (ii) pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company; and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law.
Appears in 3 contracts
Samples: Chairman Agreement, Transition and Consulting Agreement (Rockwell Collins Inc), Retirement and Non Executive Chairman Agreement (Tidewater Inc)
Binding Effect; Successors. (a) This The Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns, but the Company may assign this the Agreement only only: (i) to an Affiliate one of its affiliates, provided the Company guarantees such affiliate’s performance of its obligations under the Agreement; or (ii) pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company; and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Company, as contained in the Agreement, either contractually or as a matter of law.
Appears in 2 contracts
Samples: Retirement and Separation Agreement, Retirement and Separation Agreement (Atwood Oceanics Inc)
Binding Effect; Successors. (a) a. This Agreement shall be binding upon and inure to the benefit of the Company and any of its successors or assigns, but the Company may assign this Agreement only only: (i) to an Affiliate one of its affiliates, provided the Company guarantees such affiliate’s performance of its obligations under this Agreement; or (ii) pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company; and such assignee or transferee assumes the liabilities, obligations and duties of the Company under Company, as contained in this Agreement, either contractually or as a matter of law.
Appears in 1 contract
