Common use of Successors and Binding Agreement Clause in Contracts

Successors and Binding Agreement. a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 will not otherwise be assignable, transferable or delegable by the Company. b. This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Successors and Binding Agreement. a. a) The Company will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the ExecutiveExecutive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any 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 shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect c) The rights of the foregoingCompany under this Agreement may without the consent of Executive, be assigned by the Executive's right Company in its sole and unfettered discretion (a) to receive payments hereunder will not be assignableany person, transferable firm, corporation, or delegableother business entity which at any time, whether by pledgepurchase, creation of a security interestmerger, or otherwise, other than by a transfer by directly or indirectly, acquires all or substantially all of the Executive's will assets or by business of the laws Company, or (b) to any subsidiary or affiliate of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(cCompany (the "Company Group"), or any transferee, whether by purchase, merger or otherwise, which directly or indirectly acquires all or substantially all of the assets of the Company will have no liability to pay or any amount so attempted to be assigned, transferred or delegatedother member of the Company Group.

Successors and Binding Agreement. a. (a) The Company will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, Company by agreement in form and substance reasonably satisfactory to the ExecutiveExecutive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation any 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 Successor shall therefore be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees distributes and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect (c) The rights of the foregoing, Company under this Agreement may without the consent of the Executive's right , be assigned by the Company in its sole and unfettered discretion (i) to receive payments hereunder will not be assignableany person, transferable firm, corporation or delegableother business entity which at any time, whether by pledgepurchase, creation of a security interestmerger, or otherwise, other than by a transfer by directly or indirectly, acquires all or substantially all of the Executive's will assets of business of the Company, or by (ii) to any subsidiary or affiliate of the laws of descent and distribution and, in Company (the event of any attempted assignment or transfer contrary to this Section 8(c"Company Group"), or any transferee, whether by purchase, merger or otherwise, which directly or indirectly acquires all or substantially all of the assets of the Company will have no liability to pay or any amount so attempted to be assigned, transferred or delegatedother member of the Company Group.

Successors and Binding Agreement. a. The Company (a) Focal will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Focal expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Focal would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company Focal and any successor to the CompanyFocal, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company Focal whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will shall thereafter be deemed the “Company” "Focal" for the purposes of this Agreement), but will not otherwise be assignable, transferable transferable, or delegable by the CompanyFocal. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, and successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties shall, without the consent of a personal services contract the other, assign, transfer, or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 9(a) and the duties assigned to Employee hereunder are non-delegable(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable transferable, or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c9(c), the Company will Focal shall have no liability to pay any amount so attempted to be assigned, transferred transferred, or delegated.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's ’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and the duties assigned to Employee hereunder are non-delegable19(b). Without limiting the generality or effect of the foregoing, the Executive's ’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive'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 8(c19 (c), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Successors and Binding Agreement. a. a) The Company will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganisation or otherwise) to all or substantially all of the business or assets of the Company, ) by agreement in form and substance reasonably satisfactory to the ExecutiveExecutive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganisation or otherwise (and such successor will Successor shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees distributes and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect c) The rights of the foregoingCompany under this Agreement may without the consent of Executive, be assigned by the Executive's right Company in its sole and unfettered discretion (a) to receive payments hereunder will not be assignableany person, transferable firm, corporation1 or delegableother business entity which at any time, whether by pledgepurchase, creation of a security interestmerger, or otherwise, other than by a transfer by directly or indirectly, acquires all or substantially all of the Executive's will assets or by business of the laws Company, or (b) to any subsidiary or affiliate of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(cCompany (the "Company Group"), or any transferee, whether by purchase, merger or otherwise, which directly or indirectly acquires all or substantially all of the assets of the Company will have no liability to pay or any amount so attempted to be assigned, transferred or delegatedother member of the Company Group.

Successors and Binding Agreement. a. a) The Company will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganisation or otherwise) to all or substantially all of the business or assets of the Company, ) by agreement in form and substance reasonably satisfactory to the ExecutiveExecutive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be he binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganisation or otherwise (and such successor will Successor shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees distributes and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect c) The rights of the foregoingCompany under this Agreement may without the consent of Executive, be assigned by the Executive's right Company in its sole and unfettered discretion (a) to receive payments hereunder will not be assignableany person, transferable firm, corporation1 or delegableother business entity which at any time, whether by pledgepurchase, creation of a security interestmerger, or otherwise, other than by a transfer by directly or indirectly, acquires all or substantially all of the Executive's will assets or by business of the laws Company, or (b) to any subsidiary or affiliate of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(cCompany (the "Company Group"), or any transferee, whether by purchase, merger or otherwise, which directly or indirectly acquires all or substantially all of the assets of the Company will have no liability to pay or any amount so attempted to be assigned, transferred or delegatedother member of the Company Group.

Successors and Binding Agreement. a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 will not otherwise be assignable, transferable or delegable by the Company. b. This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Successors and Binding Agreement. a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the ExecutiveExecutive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any 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 shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. This Agreement is personal in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect neither of the foregoingparties hereto shall, without the prior written consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 20(a) and (b) hereof; provided, however, nothing contained herein shall prohibit the transfer of the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegateddistribution.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons 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 the purposes of this Agreement), but will not otherwise be assignable, transferable assignable or delegable delegatable by the Company. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's Indemnitee’s personal or legal representatives, executors, administrators, successors, heirs, distributees distributees, legatees and legateesother successors. c. (c) This Agreement is personal in nature and neither of the nature parties hereto will, without the consent of a personal services contract the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and the duties assigned to Employee hereunder are non-delegable16(b). Without limiting the generality or effect of the foregoing, the Executive's Indemnitee’s right to receive payments hereunder 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 Executive's Indemnitee’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 8(c16(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred assigned or delegatedtransferred.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and the duties assigned to Employee hereunder are non-delegable19(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c19(c), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 11(a) and the duties assigned to Employee hereunder are non-delegable11(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.will

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's ’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 18(a) and the duties assigned to Employee hereunder are non-delegable18(b). Without limiting the generality or effect of the foregoing, the Executive's ’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive'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 8(c18(c), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Successors and Binding Agreement. a. The Company (a) Focal will require any -------------------------------- successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Focal expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company Focal would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company Focal and any successor to the CompanyFocal, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company Focal whether by purchase, merger, consolidation, reorganization reorganization, or otherwise (and such successor will shall thereafter be deemed the “Company” "Focal" for the purposes of this Agreement), but will not otherwise be assignable, transferable transferable, or delegable by the CompanyFocal. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, and successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties shall, without the consent of a personal services contract the other, assign, transfer, or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 9(a) and the duties assigned to Employee hereunder are non-delegable(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable transferable, or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c9(c), the Company will Focal shall have no liability to pay any amount so attempted to be assigned, transferred transferred, or delegated.

Successors and Binding Agreement. a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the ExecutiveExecutive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any 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 shall thereafter be deemed the “"Company” " for the purposes purpose of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. . This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect The rights of the foregoingCompany under this Agreement may without the consent of Executive, be assigned by the Executive's right Company in its sole and unfettered discretion (a) to receive payments hereunder will not be assignableany person, transferable firm, corporation, or delegableother business entity which at any time, whether by pledgepurchase, creation of a security interestmerger, or otherwise, other than by a transfer by directly or indirectly, acquires all or substantially all of the Executive's will assets or by business of the laws Company, or (b) to any subsidiary or affiliate of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(cCompany (the "Company Group"), or any transferee, whether by purchase, merger or otherwise, which directly or indirectly acquires all or substantially all of the assets of the Company will have no liability to pay or any amount so attempted to be assigned, transferred or delegatedother member of the Company Group.

Successors and Binding Agreement. a. (a) The Company will shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons 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 the purposes of this Agreement), but will shall not otherwise be assignable, transferable assignable or delegable delegatable by the Company. b. (b) This Agreement will shall inure to the benefit of and be enforceable by the Executive's Ixxxxxxxxx’s personal or legal representatives, executors, administrators, successors, heirs, distributees distributees, legatees and legateesother successors. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and the duties assigned to Employee hereunder are non-delegable16(b). Without limiting the generality or effect of the foregoing, the Executive's Indemnitee’s right to receive payments hereunder will shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest, interest or otherwise, other than by a transfer by the Executive's Ixxxxxxxxx’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 8(c16(c), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred assigned or delegatedtransferred.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons 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 the purposes of this Agreement), but will not otherwise be assignable, transferable assignable or delegable delegatable by the Company. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's Xxxxxxxxxx’s personal or legal representatives, executors, administrators, successors, heirs, distributees distributees, legatees and legateesother successors. c. (c) This Agreement is personal in nature and neither of the nature parties hereto will, without the consent of a personal services contract the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Section 16(a) and the duties assigned to Employee hereunder are non-delegableSection 16(b). Without limiting the generality or effect of the foregoing, the Executive's Xxxxxxxxxx’s right to receive payments hereunder 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 Executive's Xxxxxxxxxx’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 8(c16(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred assigned or delegatedtransferred.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and the duties assigned to Employee hereunder are non-delegable19(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c19(c), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

Successors and Binding Agreement. a. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganization, operation of law, or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company Company, whether by purchase, merger, consolidation, reorganization reorganization, operation of law, or otherwise (and such successor will shall thereafter be deemed the “Company” Company for the purposes of this Agreement), but will not otherwise be assignable, transferable transferable, or delegable by the Company. b. (ii) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees distributes, and legatees. c. (iii) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer, or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 13.2(i) and the duties assigned to Employee hereunder are non-delegable13.2(ii). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable transferable, or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c13.2(iii), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred transferred, or delegated.

Successors and Binding Agreement. a. a) The Company will reasonably require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization reorganisation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the ExecutiveExecutive acting reasonably, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization reorganisation or otherwise (and such successor will shall thereafter be deemed the “"Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees distributes and legatees. c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect c) The rights of the foregoingCompany under this Agreement may without the consent of Executive, be assigned by the Executive's right Company in its sole and unfettered discretion (a) to receive payments hereunder will not be assignableany person, transferable firm, corporation, or delegableother business entity which at any time, whether by pledgepurchase, creation of a security interestmerger, or otherwise, other than by a transfer by directly or indirectly, acquires all or substantially all of the Executive's will assets or by business of the laws Company, or (b) to any subsidiary or affiliate of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(cCompany (the "Company Group"), or any transferee, whether by purchase, merger or otherwise, which directly or indirectly acquires all or substantially all of the assets of the Company will have no liability to pay or any amount so attempted to be assigned, transferred or delegatedother member of the Company Group.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's ’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and the duties assigned to Employee hereunder are non-delegable19(b). Without limiting the generality or effect of the foregoing, the Executive's ’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive'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 8(c19(c), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.. Xxxxxx Employment Agreement – April 29, 2009

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise, including, without limitation, any successor due to a Change in Control) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including including, without limitation limitation, any persons acquiring directly or indirectly all or substantially all of acquiring the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise in a transaction constituting a Change in Control (and such successor will shall thereafter be deemed the “"Company” " for the purposes purpose of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 4(a) and the duties assigned to Employee hereunder are non-delegable4(b). Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.a

Successors and Binding Agreement. a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwisea) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor of or to the Company, including including, without limitation limitation, any persons acquiring directly or indirectly all or substantially all of the business or and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed included in the “definition of "the Company” " for the purposes of this Agreement), but will not otherwise be assignable, transferable assignable or delegable by the Company. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. The death or disability (temporary or permanent) of Executive following the execution and legateesdelivery of this Agreement will not affect or revoke this Agreement or excuse any of the obligations of the parties hereto. c. (c) This Agreement is personal in nature and none of the parties hereto shall, without the consent of the other parties, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in subparagraphs (a) and (b) of this Paragraph 11. (d) This Agreement is intended to be for the exclusive benefit of the parties hereto, and except as provided in subparagraphs (a) and (b) of this Paragraph 11, no third party will have any rights hereunder. (e) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the nature of a personal services contract same manner and to the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), same extent that the Company will have no liability would be required to pay any amount so attempted to be assigned, transferred or delegatedperform this Agreement.

Successors and Binding Agreement. a. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any 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 shall thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company, except that the Company may assign and transfer this Agreement and delegate its duties thereunder to a wholly owned Subsidiary. b. (b) This Agreement will inure to the benefit of and be enforceable by the Executive's ’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. c. (c) This Agreement is personal in nature and neither of the nature parties hereto shall, without the consent of a personal services contract the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 19(a) and the duties assigned to Employee hereunder are non-delegable19(b). Without limiting the generality or effect of the foregoing, the Executive's ’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive'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 8(c19(c), the Company will shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.. Xxxxx Employment Agreement 17