Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 40 contracts
Samples: Director and Officer Indemnification Agreement (Sunworks, Inc.), Director and Officer Indemnification Agreement (Surge Holdings, Inc.), Director and Officer Indemnification Agreement (Sports Field Holdings, Inc.)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) . This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) . This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 38 contracts
Samples: Director Agreement (Progressive Care Inc.), Director and Officer Indemnification Agreement (Co-Diagnostics, Inc.), Director and Officer Indemnification Agreement (Helpful Alliance Co)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 16 contracts
Samples: Director and Officer Indemnification Agreement (Northern Way Resources, Inc.), Director and Officer Indemnification Agreement (CepTor CORP), Director and Officer Indemnification Agreement (Fairview Energy Corporation, Inc.)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees legatees, and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 8 contracts
Samples: Director Agreement (LifeMD, Inc.), Employment Agreement (LifeMD, Inc.), Director and Officer Indemnification Agreement (LifeMD, Inc.)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a16(a) and 17(b16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 6 contracts
Samples: Director and Officer Indemnification Agreement (Ryerson Holding Corp), Director and Officer Indemnification Agreement (Medassets Inc), Director and Officer Indemnification Agreement (Daramic, LLC)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, including without limitation, limitation any Person person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a15(a) and 17(b15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 5 contracts
Samples: Director Indemnification Agreement (KAYAK SOFTWARE Corp), Director Indemnification Agreement (KAYAK SOFTWARE Corp), Director Indemnification Agreement (KAYAK SOFTWARE Corp)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable delegable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 3 contracts
Samples: Director and Officer Indemnification Agreement (BioCorRx Inc.), Director and Officer Indemnification Agreement (SurgePays, Inc.), Director Agreement (Conversion Labs, Inc.)
Successors and Binding Agreement. (a) This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise Successor (and such successor will shall thereafter be deemed the “Company” for purposes the purpose of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
(b) This Agreement shall will inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder hereunder, except as expressly provided in Sections 17(aSection 12(a) and 17(b(b). Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 17(c12(c), the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.
Appears in 2 contracts
Samples: Change of Control Agreement (Reliant Pharmaceuticals, Inc.), Change of Control Agreement (Reliant Pharmaceuticals, Inc.)
Successors and Binding Agreement. (a) a. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) b. This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees legatees, and other successors.
(c) c. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(aSection 21(a) and 17(bSection 21(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c21(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 2 contracts
Samples: Director Indemnification Agreement (AAC Holdings, Inc.), Director Indemnification Agreement (AAC Holdings, Inc.)
Successors and Binding Agreement. (a) This Agreement shall will be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this the Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
(b) This Agreement shall will inure to the benefit of and be enforceable by the Indemnitee’s Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successorslegatees.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a15(a) and 17(b15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s the Executive's right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the Indemnitee’s Executive's will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 17(c)15, the Company shall have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.
Appears in 1 contract
Samples: Employment Agreement (Certified Grocers of California LTD)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all a substantial portion / majority? of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 1 contract
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “"Company” " for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) . This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s 's personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) . This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s 's right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s 's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Ix Energy Holdings, Inc.)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company Corporation and any successor to the CompanyCorporation, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “CompanyCorporation” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the CompanyCorporation.
(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company Corporation shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Endeavor Ip, Inc.)
Successors and Binding Agreement. (a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.
(b) . This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s IndemniteeÕs personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.
(c) . This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
Appears in 1 contract
Samples: Indemnification Agreement (Global Digital Solutions Inc)
Successors and Binding Agreement. (a) This Agreement shall will be binding upon and inure to the benefit of and be enforceable by (i) the Company and any successor to the CompanyCompany (including a successor to the Company in a Change of Control transaction), including, including without limitation, limitation any Person persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but shall will not otherwise be assignable assignable, transferable or delegatable delegable by the Company.
Company and (bii) This Agreement shall inure to the benefit of and be enforceable by the IndemniteeExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, legatees distributees and other successors.
(c) legatees. This Agreement is personal in nature and neither of the parties hereto shallmay, without the consent of the other, assign assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b)herein. Without limiting the generality or effect of the foregoing, Indemniteethe Executive’s right to receive payments hereunder shall will not be assignable, transferable or delegable, whether by pledge, creation of a security interest interest, or otherwise, other than by a transfer by the IndemniteeExecutive’s will or by the laws of descent and distribution, distribution and, in the event of any attempted assignment or transfer contrary to this Section 17(c)12, the Company shall will have no liability to pay any amount so attempted to be assigned assigned, transferred or transferreddelegated.
Appears in 1 contract