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. The rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger, consolidation or reorganization 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, however, 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.

Appears in 20 contracts

Samples: Change in Control Severance Agreement (LaSalle Hotel Properties), Change in Control Severance Agreement (LaSalle Hotel Properties), Change in Control Severance Agreement (Pebblebrook Hotel Trust)

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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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 20 contracts

Samples: Employment Agreement (Vertex Pharmaceuticals Inc / Ma), Employment Agreement (Vertex Pharmaceuticals Inc / Ma), Employment Agreement (Vertex Pharmaceuticals Inc / Ma)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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; providedPROVIDED, howeverHOWEVER, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 7 contracts

Samples: Employment Agreement (Vertex Pharmaceuticals Inc / Ma), Employment Agreement (Intek Diversified Corp), Employment Agreement (Vertex Pharmaceuticals Inc / Ma)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law. The Executive may not assign or transfer any of his rights or obligations under this Agreement.

Appears in 7 contracts

Samples: Waiver and Release (Perry Ellis International, Inc), Waiver and Release (Perry Ellis International, Inc), Waiver and Release (Perry Ellis International Inc)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 2 contracts

Samples: Employment Agreement (Station Casinos Inc), Employment Agreement (Ichargeit Inc)

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. The rights or obligations of the Company under this Agreement may not otherwise be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger, consolidation or reorganization 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, however, 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.

Appears in 2 contracts

Samples: Employment Agreement (SVT Inc), Employment Agreement (SVT Inc)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization in which the Company is not the continuing entity, or the sale or of liquidation of all or substantially all of the assets of the Company; provided, however, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Netgateway Inc)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law. The Executive may not assign or transfer any of her rights or obligations under this Agreement.

Appears in 1 contract

Samples: Employment Agreement (All American Pet Company, Inc.)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Imclone Systems Inc/De)

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. The No rights or obligations of the Company one Party under this Agreement may not be assigned or transferred by the Companyother Party, except that such rights or obligations may be assigned or transferred by the Company pursuant to a merger, merger or consolidation or reorganization 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, however, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company as contained in (including the liabilities, obligations and duties of the Company under this Agreement), either contractually or as a matter of law.

Appears in 1 contract

Samples: Consulting Agreement (Station Casinos 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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the CompanyCompany except that, except that subject to the provisions of Section 12(g), such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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; providedPROVIDED, howeverHOWEVER, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Intek Diversified Corp)

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 permitted assigns. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company, thc Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Option Agreement (Esc Merger Sub Inc)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.contained

Appears in 1 contract

Samples: Employment Agreement (Metallurg Inc)

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. The rights or obligations of the Company under this Agreement may be not be assigned or transferred by the Companyeither party, except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Imclone Systems 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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Vertex Pharmaceuticals Inc / Ma)

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. The No rights or obligations of the Company under this Agreement may not be assigned or transferred by the Company, Company except that such rights or obligations may be assigned or transferred pursuant to a merger, any merger or consolidation or reorganization 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, however, that the assignee or transferee is the successor to all or substantially all of the assets of the Company, Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company Company, as contained in this Agreement, either contractually or as a matter of law.

Appears in 1 contract

Samples: Employment Agreement (Comverse Technology Inc/Ny/)

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