Common use of Assignability; Binding Nature Clause in Contracts

Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the Company. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 assumes the Company’s obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 14 contracts

Samples: Severance Plan Agreement (Oncocyte Corp), Change in Control and Executive Severance Plan Agreement (Oncocyte Corp), Change in Control and Severance Agreement (OncoCyte Corp)

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Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the CompanyCompany and your respective successors, heirs, and assigns. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 assumes the Company’s obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 12 contracts

Samples: Employment Agreement (Lifevantage Corp), Employment Agreement (Lifevantage Corp), Employment Agreement (Lifevantage Corp)

Assignability; Binding Nature. Commencing on the Effective Date, this This Agreement will shall be binding upon you and the Company. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject inure to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations benefit of the Company under this Agreement may be assigned and any successor to the Company, including without limitation any persons acquiring directly or transferred except in the event of a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of indirectly all or substantially all of the business and/or assets of the Company, whether by purchase, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by the Company. The Company provided that the assignee shall require any successor (whether direct or transferee is the successor indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company Company, by agreement in form and assumes substance satisfactory to the Company’s obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaserExecutive, successor or assignee expressly 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 if no such purchase, succession or assignment had taken place. Your No rights and or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Article 17 hereof. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignable, transferable or delegable, whether by you pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or otherwise providedtransfer contrary to this Article 17, howeverthe Company shall have no liability to pay any amount so attempted to be assigned, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee transferred or other designee or, if there be no such designee, to your estatedelegated.

Appears in 10 contracts

Samples: Executive Employment Agreement (Caesars Entertainment, Inc.), Executive Employment Agreement (Caesars Entertainment, Inc.), Executive Employment Agreement (Caesars Entertainment, Inc.)

Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the CompanyCompany and your respective successors, heirs, and assigns. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 assumes the Company’s obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall will not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall will be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 8 contracts

Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Employment Agreement (Revelstone Capital Acquisition Corp.)

Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the CompanyCompany and the parties’ respective successors, heirs, and assigns. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 expressly in writing assumes the Company’s obligations under this Agreement contractually or as a matter of lawAgreement. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 5 contracts

Samples: Employment Agreement (Innovus Pharmaceuticals, Inc.), Employment Agreement (Innovus Pharmaceuticals, Inc.), Employment Agreement (Innovus Pharmaceuticals, Inc.)

Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the CompanyCompany and your respective successors, heirs, and assigns. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 assumes the Company’s 's obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 4 contracts

Samples: Employment Agreement (Bridgepoint Education Inc), Employment Agreement (Bridgepoint Education Inc), Employment Agreement (Bridgepoint Education Inc)

Assignability; Binding Nature. Commencing on the Effective Date, this This Agreement will shall be binding upon you and the Company. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject inure to the limitations benefit of this Agreementthe parties and their respective successors, may be transferred by will or operation heirs (in the case of lawExecutive), and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except in the event that they may be assigned or transferred to any subsidiary of Sprint or 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 Company, but only if the assignee or transferee is becomes the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations, and duties of the Company’s obligations under , as contained in this Agreement 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 will require any such purchaser, successor take whatever action it legally can in order to cause the assignee or assignee transferee to expressly assume the liabilities, obligations, and agree to perform this Agreement in the same manner and to the same extent that duties of the Company would be required to perform if no such purchase, succession hereunder. No rights or assignment had taken place. Your rights and obligations of Executive under this Agreement shall not may be transferable assigned or transferred by you Executive other than his rights to compensation and benefits, which may be transferred only in connection with Executive’s estate planning objectives or by assignment will or otherwise provided, however, that if you dieoperation of law. If Executive should die or become disabled while any amount is owed but unpaid to Executive hereunder, all amounts then payable to you hereunder such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your Executive’s legal guardian or to his devisee, legatee or other designee ordesignee, as the case may be, or if there be is no such designee, to your Executive’s estate.

Appears in 3 contracts

Samples: Employment Agreement (Sprint Nextel Corp), Employment Agreement (Embarq CORP), Employment Agreement (Sprint Corp)

Assignability; Binding Nature. Commencing on the Effective Date, this This Agreement will shall be binding upon you and the Company. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject inure to the limitations benefit of this Agreementthe parties and their respective successors, may be transferred by will or operation heirs (in the case of lawExecutive), and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except in the event that they may be assigned or transferred to any subsidiary of Sprint or 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 Company, but only if the assignee or transferee is becomes the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations, and duties of the Company’s obligations under , as contained in this Agreement 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 will require any such purchaser, successor take whatever action it legally can in order to cause the assignee or assignee transferee to expressly assume the liabilities, obligations, and agree to perform this Agreement in the same manner and to the same extent that duties of the Company would be required to perform if no such purchase, succession hereunder. No rights or assignment had taken place. Your rights and obligations of Executive under this Agreement shall not may be transferable assigned or transferred by you Executive other than her rights to compensation and benefits, which may be transferred only in connection with Executive’s estate planning objectives or by assignment will or otherwise provided, however, that if you dieoperation of law. If Executive should die or become disabled while any amount is owed but unpaid to Executive hereunder, all amounts then payable to you hereunder such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your Executive’s legal guardian or to her devisee, legatee or other designee ordesignee, as the case may be, or if there be is no such designee, to your Executive’s estate.

Appears in 2 contracts

Samples: Employment Agreement (Sprint Nextel Corp), Employment Agreement (Sprint Corp)

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Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the CompanyCompany and your respective successors, heirs, and assigns. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 expressly in writing assumes the Company’s obligations under this Agreement contractually or as a matter of lawAgreement. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 2 contracts

Samples: Change in Control and Severance Agreement (Innovus Pharmaceuticals, Inc.), Employment Agreement (Innovus Pharmaceuticals, Inc.)

Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the Company. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 assumes the Company’s 's obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 1 contract

Samples: Severance Agreement (Tracon Pharmaceuticals, Inc.)

Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the CompanyCompany and your respective successors, heirs, and assigns. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned or transferred except in the event of 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 assumes the Company’s 's obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall will not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall will be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 1 contract

Samples: Employment Agreement (Zovio Inc)

Assignability; Binding Nature. Commencing on the Effective Date, this This Agreement will shall be binding upon you and the Company. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject inure to the limitations benefit of this Agreementthe parties and their respective successors, may be transferred by will or operation heirs (in the case of lawExecutive), and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except in that they may be assigned or transferred to any subsidiary of the event of Company or 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 Company, but only if the assignee or transferee is becomes the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations, and duties of the Company’s obligations under , as contained in this Agreement 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 will require any such purchaser, successor take whatever action it legally can in order to cause the assignee or assignee transferee to expressly assume the liabilities, obligations, and agree to perform this Agreement in the same manner and to the same extent that duties of the Company would be required to perform if no such purchase, succession hereunder. No rights or assignment had taken place. Your rights and obligations of Executive under this Agreement shall not may be transferable assigned or transferred by you Executive other than his rights to compensation and benefits, which may be transferred only in connection with Executive’s estate planning objectives or by assignment will or otherwise provided, however, that if you dieoperation of law. If Executive should die or become disabled while any amount is owed but unpaid to Executive hereunder, all amounts then payable to you hereunder such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your Executive’s legal guardian or to his devisee, legatee or other designee ordesignee, as the case may be, or if there be is no such designee, to your Executive’s estate.

Appears in 1 contract

Samples: Employment Agreement (Embarq CORP)

Assignability; Binding Nature. Commencing on the Effective Date, this Agreement will be binding upon you and the CompanyCompany and your respective successors, heirs, and assigns. This Agreement may not be assigned by you except that your rights to compensation and benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operation of law. No rights or obligations of the Company under this Agreement may be assigned Exhibit 10.27 or transferred except in the event of 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 assumes the Company’s obligations under this Agreement contractually or as a matter of law. The Company will require any such purchaser, successor or assignee 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 if no such purchase, succession or assignment had taken place. Your rights and obligations under this Agreement shall will not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereunder shall will be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

Appears in 1 contract

Samples: Employment Agreement (Bridgepoint Education Inc)

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