Common use of Successors and Binding Agreement Clause in Contracts

Successors and Binding Agreement. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or a majority of the business, assets, or income or revenue generating capacity of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee, to expressly 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 shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

Appears in 24 contracts

Samples: Indemnification Agreement (Yuma Delaware Merger Subsidiary, Inc.), Indemnification Agreement (Alco Stores Inc), Indemnification Agreement (Alco Stores Inc)

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Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, reorganization or otherwise) to and any acquiror of all or a majority substantially all of the business, assets, business or income or revenue generating capacity assets of the Company, Company by agreement in form and substance reasonably satisfactory to IndemniteeIndemnitee and/or his or her counsel, expressly to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

Appears in 17 contracts

Samples: Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Peplin Inc), Director’s Indemnification Agreement (SLM Corp)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, reorganization or otherwise) to and any acquiror of all or a majority substantially all of the business, assets, business or income or revenue generating capacity assets of the Company, by agreement in form and substance reasonably satisfactory to IndemniteeIndemnitee and/or his or her counsel, expressly to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

Appears in 3 contracts

Samples: Indemnification Agreement (Verint Systems Inc), Indemnification Agreement (Houston Exploration Co), Indemnification Agreement (Guilford Mills Inc)

Successors and Binding Agreement. (i) The Company shall will require any -------------------------------- successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, operation of law or otherwise) to all or a majority substantially all of the business, assets, business or income or revenue generating capacity assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee, to expressly 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 shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.substance

Appears in 1 contract

Samples: Retention Agreement (Nevada Power Co)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, consolidation or otherwise) otherwise to all or a majority substantially all of the business, assets, or income or revenue generating capacity business and/or assets of the Company), by agreement in form and substance reasonably satisfactory to IndemniteeEmployee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.As used in this Agreement, "

Appears in 1 contract

Samples: Retention Agreement (Conseco Inc)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, consolidation or reorganization, or otherwise) to all or a majority of the business, assets, or income or revenue generating capacity of the Company), by agreement in form and substance reasonably satisfactory expressly to Indemnitee, to expressly 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 shall will be binding upon and inure to the benefit of the Company and any successor to the Company Company, (and such successor will thereafter be deemed the "Company" for purposes of this Agreement), but will not otherwise be assignable, transferable or delegatable by operation of law or otherwisethe Company.

Appears in 1 contract

Samples: Indemnification Agreement (Pillowtex Corp)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, reorganization or otherwise) to all or a majority substantially all of the business, assets, business or income or revenue generating capacity assets of the Company, by agreement in form and substance reasonably satisfactory to Indemniteethe Executive, expressly to expressly 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 shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.taken

Appears in 1 contract

Samples: Severance Agreement (Gencorp Inc)

Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, reorganization or otherwise) to all or a majority substantially all of the business, assets, business or income or revenue generating capacity assets of the Company, by agreement in form and substance reasonably satisfactory to IndemniteeIndemnitee and his or her counsel, expressly to expressly 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 shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

Appears in 1 contract

Samples: Indemnification Agreement (Sprint Nextel Corp)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, reorganization or otherwise) to and any acquiror of all or substantially all or a majority substantial part of the business, assets, business or income or revenue generating capacity assets of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee, expressly to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

Appears in 1 contract

Samples: Director’s Indemnification Agreement (Craftmade International Inc)

Successors and Binding Agreement. (A) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or a majority substantially all of the business, assets, business or income or revenue generating capacity assets of the Company, Company by agreement in form and substance reasonably satisfactory to Indemnitee, the Executive to expressly 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 If, at any time during the Window Period following a Change in Control, there shall not be binding upon in full force and inure effect an agreement between any such successor and the Executive to the benefit of the Company and any successor to the Company by operation of law or otherwise.effect

Appears in 1 contract

Samples: Employment Agreement (Brush Wellman Inc)

Successors and Binding Agreement. The (a) Company shall will require any successor (successor, whether direct or indirect, by purchase, merger, consolidation, reorganization, consolidation or otherwise) otherwise to all or a majority substantially all of the business, assets, or income or revenue generating capacity business and/or assets of the Company, by agreement in form and substance reasonably satisfactory Company expressly to Indemnitee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent the that Company would be is required to perform if no it. Failure of Company to obtain such assumption and agreement prior to the effectiveness of any such succession had taken place. This Agreement shall be binding upon and inure to the benefit a breach of the Company and this Agreement. As used in this Agreement, “Company” shall include any successor to the Company Company’s business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law law, or otherwise.

Appears in 1 contract

Samples: Employment Agreement (SJW Group)

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Successors and Binding Agreement. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, reorganization or otherwise) to all or a majority of substantially all the business, assets, business or income or revenue generating capacity assets of the Company, by agreement in form and substance reasonably satisfactory to IndemniteeIndemnitee and his counsel, expressly to expressly 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 shall place and such successor will thereafter be binding upon and inure to deemed the benefit “Company” for purposes of the Company and any successor to the Company by operation of law or otherwisethis Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Scientific Atlanta Inc)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, reorganization or otherwise) to and any acquirer of all or a majority substantially all of the business, assets, business or income or revenue generating capacity assets of the Company, Company by agreement in form and substance reasonably satisfactory to IndemniteeIndemnitee and/or his or her counsel, expressly to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform it if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

Appears in 1 contract

Samples: Indemnification Agreement (Medivation, Inc.)

Successors and Binding Agreement. (i) The Company shall will use its best efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, consolidation or otherwise) ), to all or a majority substantially all of the business, assets, or income or revenue generating capacity business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to IndemniteeEmployee, expressly to expressly 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 shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.assume

Appears in 1 contract

Samples: Control Agreement (Orphan Medical Inc)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, consolidation or reorganization, or otherwise) to all or a majority of the business, assets, or income or revenue generating capacity of the Company), by agreement in form and substance reasonably satisfactory expressly to Indemnitee, to expressly 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 shall will be binding upon and inure to the benefit of the Company and any successor to the Company Company, (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but will not otherwise be assignable, transferable or delegatable by operation of law or otherwisethe Company.

Appears in 1 contract

Samples: Indemnification Agreement (JPS Industries Inc)

Successors and Binding Agreement. (a) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, operation of law or otherwise) to all or a majority substantially all of the business, assets, or income or revenue generating capacity business and/or assets of the Company, by agreement in form and substance reasonably satisfactory Company to Indemnitee, to assume expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwisethis Agreement.

Appears in 1 contract

Samples: Resignation and Non Competition Agreement (Nextel Communications Inc)

Successors and Binding Agreement. (i) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, consolidation or otherwise) otherwise to all or a majority substantially all of the business, assets, or income or revenue generating capacity business and/or assets of the Company), by agreement in form and substance reasonably satisfactory to IndemniteeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit Failure of the Company and any successor to obtain such agreement prior to the Company by operation effectiveness of law or otherwise.any such succession shall be a

Appears in 1 contract

Samples: Severance Agreement (St Jude Medical Inc)

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