Common use of Survival; Assignment Clause in Contracts

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. (b) The Company shall have the right to assign to any of its Affiliates any of its rights, or to delegate to any of its Affiliates any of its obligations, under this Agreement.

Appears in 2 contracts

Samples: Common Stock Options Agreement (American Color Graphics Inc), Stock Option Agreement (Acg Holdings Inc)

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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 Stock Options and the Option Shares any shares of Common Stock and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant’s 's or the Company’s 's behalf, shall continue in full force and effect. Without Except as expressly provided in the prior written consent of the CompanyPlan or this Award Document, the Participant may not assign any of his or her rights hereunder except whether voluntary or involuntary, by will operation of law or the laws of descent and distributionotherwise. 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. (b) The Company shall have the right to assign to any of its Affiliates affiliates any of its rights, or to delegate to any of its Affiliates affiliates any of its obligations, under this AgreementAward Document.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Dycom Industries Inc), Incentive Stock Option Agreement (Dycom Industries Inc)

Survival; Assignment. (a) All agreements, representations and warranties made herein and in any the certificates delivered pursuant hereto shall survive the issuance to the Participant of the [Management Shares,] the Options and the any Option Shares and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant’s 's or the Company’s '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 the Plan 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 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. (b) The Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Affiliates , provided, however, that such assignment shall not release the Company from any of its rights, or to delegate to any of its Affiliates any of its obligations, under this Agreementduty hereunder which remains unfulfilled by such an assignee.

Appears in 1 contract

Samples: Management Equity Agreement (Kinetic Concepts Inc /Tx/)

Survival; Assignment. (a) All agreements, representations and warranties made herein and in any the certificates delivered pursuant hereto shall survive the issuance to the Participant of the Options and the any Option Shares and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant’s 's or the Company’s '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 Participant's rights hereunder thereunder except as permitted by the Plan 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 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. (b) The Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Affiliates Affiliates, provided, however, that such assignment shall not release the Company from any of its rights, or to delegate to any of its Affiliates any of its obligations, under this Agreementduty hereunder which remains unfulfilled by such an assignee.

Appears in 1 contract

Samples: Management Equity Agreement (Kinetic Concepts Inc /Tx/)

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Survival; Assignment. (a) All agreements, representations and warranties made herein in this Agreement and in any certificates delivered pursuant hereto shall survive the issuance to the Participant of the Stock Options and the Option Shares Common Stock and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant’s 's or the Company’s '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 in this Agreement 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 person becomes his or her spouse. (b) The Company shall have the right to assign to any of its Affiliates affiliates any of its rights, or to delegate to any of its Affiliates affiliates any of its obligations, under this Agreement.

Appears in 1 contract

Samples: Stock Option Agreement (Memc Electronic Materials Inc)

Survival; Assignment. (a) All agreements, representations and warranties made herein in this Agreement and in any certificates delivered pursuant hereto shall survive the issuance to the Participant of the Options Stock Options, Performance Restricted Stock and the Option Shares Common Stock and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant’s 's or the Company’s '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 in this Agreement 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 person becomes his or her spouse. (b) The Company shall have the right to assign to any of its Affiliates affiliates any of its rights, or to delegate to any of its Affiliates affiliates any of its obligations, under this Agreement.

Appears in 1 contract

Samples: Stock Option and Performance Restricted Stock Agreement (Memc Electronic Materials Inc)

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