Common use of Assignability; Binding Nature Clause in Contracts

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns. Rights or obligations of the Company under this Agreement may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it reasonably can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than the Executive’s rights to compensation and benefits, which may be transferred only by will or operation of law. In the event of a Change in Control, the Company shall require any successor to the Company or any acquiror of all or substantially all the Company’s assets to assume and honor the Agreement.

Appears in 20 contracts

Samples: Employment Agreement (Viasys Healthcare Inc), Employment Agreement (Viasys Healthcare Inc), Employment Agreement (Viasys Healthcare Inc)

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Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns. Rights or obligations of the Company under this Agreement may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it reasonably can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than the Executive’s his rights to compensation and benefits, which may be transferred only by will or operation of law. In the event of a Change in Control, the Company shall require any successor to the Company or any acquiror of all or substantially all the Company’s assets to assume and honor the Agreement.

Appears in 13 contracts

Samples: Employment Agreement (Viasys Healthcare Inc), Employment Agreement (Viasys Healthcare Inc), Employment Agreement (Viasys Healthcare Inc)

Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) and assigns. Rights or obligations of the Company under this Agreement may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is or is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it reasonably can in order to cause such assignee or transferee expressly to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than the Executive’s his rights to compensation and benefits, which may be transferred only by will or operation of law. In the event of a Change in Control, the Company shall require any successor to the Company or any acquiror of all or substantially all the Company’s assets to assume and honor the Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Novametrix Medical Systems Inc), Employment Agreement (Novametrix Medical Systems Inc)

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Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns. Rights or obligations of the Company under this Agreement may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it reasonably can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than the Executive’s her rights to compensation and benefits, which may be transferred only by will or operation of law. In the event of a Change in Control, the Company shall require any successor to the Company or any acquiror of all or substantially all the Company’s assets to assume and honor the Agreement.

Appears in 1 contract

Samples: Employment Agreement (Viasys Healthcare Inc)

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