Survival; Assignment. All agreements, representations and warranties made herein and in any certificates delivered pursuant hereto shall survive the issuance to the Participant of the Options and the Common Shares and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant's or the Company's behalf, shall continue in full force and effect. Without the prior written consent of the Company, the Participant may not assign any of his rights hereunder except as permitted by Section 2. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party; and all agreements herein by or on behalf of the Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto.
Survival; Assignment. All agreements, representations and warranties made herein shall survive the issuance to the Purchaser of the Management Shares and, notwithstanding any investigation heretofore or hereafter made by the Purchaser or the Company or on the Purchaser’s or the Company’s behalf, shall continue in full force and effect. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except as permitted by the Stockholders Agreement or by will or the laws of descent and distribution. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party; and all agreements herein by or on behalf of the Company, or by or on behalf of the Purchaser, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto.
Survival; Assignment. (a) All agreements, representations, and warranties made herein and in the certificates delivered pursuant hereto shall survive the issuance to the Participant of the Options and any Option Shares and shall continue in full force and effect.
Survival; Assignment. (a) All agreements, representations and warranties made herein and in any certificates delivered pursuant hereto shall survive the issuance to the Participant of the Options and the Option Shares and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant’s or the Company’s behalf, shall continue in full force and effect. Without the prior written consent of the Company, the Participant may not assign any of his rights hereunder except by will or the laws of descent and distribution. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party; and all agreements herein by or on behalf of the Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto. The Participant agrees to cause any future spouse of his or hers to deliver to the Company a consent in the form of the consent set forth at the foot hereof validly executed by such spouse promptly after any such spouse becomes his or her spouse.
Survival; Assignment. The Standard Terms and Conditions and paragraph 5 of this Agreement shall survive and continue in full force and effect after any termination or expiration of this Agreement. This Agreement is personal to Consultant and may be assigned, delegated, or subcontracted by Consultant only with Company's prior written consent and may be assigned, delegated, or subcontracted by Company in its sole discretion and will inure to the benefit of the successors and assigns of Company, and is binding upon Consultant's successors, heirs and legal representatives. Any assignment, delegation, or subcontracting in violation of this section shall be void.
Survival; Assignment. This NDA Agreement (a) will survive the termination or expiration of Contractor's engagement with Company, (b) is personal to Contractor and may be assigned, delegated, or subcontracted by Contractor only with Company's prior written consent; (c) may be assigned, delegated, or subcontracted by Company in its sole discretion and will inure to the benefit of the successors and assigns of Company, and (d) is binding upon Contractor's successors, heirs and legal representatives.
Survival; Assignment. The provisions of paragraphs 3 through 13, and 16 through 19, inclusive, shall survive and continue in full force and effect after any termination or expiration of this Agreement. This Agreement may not be assigned by Seller without Xxxxx's written consent. Seller will promptly notify Buyer of any change in its ownership or certification information on file with Buyer.
Survival; Assignment. Except as hereby modified, the Employment Agreement, as previously amended, shall remain in full force and effect pursuant to its terms. The obligations of GPH pursuant to this letter shall terminate upon execution and delivery of the Separation and Release Agreement by you and GPH, except as to the terms of Section 6 above, which shall be continued by operation of Paragraphs B.1 and C.7 of the Separation and Release Agreement. The parties acknowledge and agree that GPH may assign or transfer its rights and obligations under the Employment Agreement and this letter to any entity created as a successor to GPH in connection with the liquidation and dissolution of GPH. Please sign in the space indicated below to indicate your agreement to these terms. Very truly yours, Xxxxxx X. Xxxxxx Chairman, Board of Directors Global Preferred Holdings, Inc. Agreed to and Accepted: Xx. Xxxxxx X. McKernan 1 EXHIBIT A Form of Separation and Release Agreement 2 EXHIBIT B Transition Duties Xxxxxx X. XxXxxxxx shall provide support and transition assistance, as reasonably requested by management or the Board of Directors of the Company, which may include, without limitation, support in preparation of the Form 10-Q for the quarter ending June 30, 2005 and pro forma financials to be filed as an amendment to the Form 8-K filed on May 31, 2005, assistance in transitioning relationships with auditors and assistance in transitioning support of cash flow projections and other matters previously managed by Xx. XxXxxxxx. If GPH determines that continued execution of SEC filings by Xx. XxXxxxxx must be obtained by GPH, then the Company and Xx. XxXxxxxx will negotiate in good faith to develop a mutually acceptable agreement with respect to the manner in which such executions may be obtained. Xx. XxXxxxxx will cooperate with the Company to transfer all of the Company’s physical and electronic files and data in Xx. XxXxxxxx’x possession to Xx. Xxxxxxxx, Xx. Xxxxxx or another representative of the Company appointed by the Board of Directors with such transfer to be completed prior to the Separation Date. EXHIBIT C
Survival; Assignment. Reference in this Agreement to either party shall be deemed to include the heirs and permitted successors and assigns of such party; and all agreements herein by or on behalf of the Participant shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto. The Participant agrees to cause any future spouse of his or hers to deliver to the Company a consent in the form of the consent set forth in Exhibit A hereto validly executed by such spouse promptly after any such person becomes his or her spouse. 7.
Survival; Assignment. The provisions of paragraphs 3 through 11 shall survive and continue in full force and effect after any termination or expiration of this Agreement. This Agreement is personal to Vendor and may be assigned, delegated, or subcontracted by Vendor only with Company’s prior written consent and may be assigned, delegated, or subcontracted by Company in its sole discretion and will inure to the benefit of the successors and assigns of Company, and is binding upon Vendor’s successors, heirs and legal representatives. Any assignment, delegation, or subcontracting in violation of this section shall be void.
