Common use of Successor; Binding Agreement Clause in Contracts

Successor; Binding Agreement. This Agreement shall inure to and be binding upon any successor or assign of the Company or the Employer (and such successor or assign shall hereafter be deemed the “Company” or “Employer” as the case may be). The Company and the Employer shall assign this Agreement and its respective obligations hereunder to any successor or assign thereof, whether by merger, consolidation, sale of substantially all of the Company’s assets or capital stock or otherwise, and the Company and the Employer shall require any successor or assign to expressly assume and agree to perform the respective obligations of the Company and the Employer hereunder in the same manner and to the same extent that the Company and the Employer would be required to perform it if no such transfer or assignment had taken place. Any assignment or transfer of this Agreement not in compliance with the foregoing shall be void and of no force and effect. This Agreement shall inure to the benefit of and be enforceable by Executive and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

Successor; Binding Agreement. This Agreement shall inure to and be binding upon any successor or assign of the Company or the Employer (and such successor or assign shall hereafter be deemed the “Company” or “Employer” as the case may be). The Company and the Employer shall assign this Agreement and its respective obligations hereunder to any successor or assign thereof, whether by merger, consolidation, sale of substantially all of the Company’s assets or capital stock or otherwise, and the Company and the Employer shall will require any successor (whether direct or assign indirect, by purchase, merger, consolidation or otherwise) to the Company expressly to assume and agree to perform the respective obligations of the Company and the Employer hereunder this Agreement in the same manner and to the same extent that the Company and the Employer would be required to perform it if no such transfer or assignment succession had taken place. Any assignment or transfer Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement not and shall entitle the Executive, at his or her election, to Termination Benefits from the Company in compliance with the foregoing same amount and on the same terms as the Executive would be entitled to hereunder if he or she terminated employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such election becomes effective shall be void deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business and/or assets which executes and delivers the agreement contemplated in this Section 5 or which otherwise becomes bound by all the terms and provisions of no force and effectthis Agreement by operation of law. This Agreement shall inure to the benefit of and be enforceable by Executive and the Executive’s 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 Executive hereunder him or her hereunder, if he or she had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee his or other her designee or, if there is no such surviving designee, to Executive’s his or her estate.