Successors and assigns

Successors and assigns clause samples

7. Successors and Assigns. Subject to the restrictions on transfer described in Sections 9 and 10 below, the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

04/10/2020 (CLOUDASTRUCTURE, INC.)

6.8Assignment; Binding Effect. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof nor any of the documents executed in connection herewith may be assigned by any Party without the prior written consent of the other Parties. Except as provided in the previous sentence, this Agreement and all of the rights and obligations hereunder shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns . Any attempted assignment in violation of this Agreement shall be null and void.

05/11/2016 (GrowGeneration Corp.)

7.Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

03/01/2018 (Affinion Group Holdings, Inc.)

(ii)This Agreement shall inure to the benefit of and be binding upon the Companies and their respective successors and assigns . The Companies will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Companies to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Companies would be required to perform it if no such succession had taken place. As used in this Agreement, “Companies” shall mean the Companies as hereinbefore defined and any successor to their business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. Successors and Assigns.This Amendment shall be binding upon Guarantor and its successors and assigns , and shall be binding upon and inure to the benefit of Lender and its successors and assigns , including any subsequent holder of all or any portion of the Note.

03/01/2017 (Seritage Growth Properties)

SECTION3.01. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns . Neither party hereto may assign or otherwise transfer any of its rights under this Amendment, by operation of law or otherwise, without the prior written consent of the other party. Any assignment without such prior written consent shall be void.

06/11/2018 (BLACKROCK MUNIYIELD NEW JERSEY FUND, INC.)

SECTION2.01. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns . The assignment or otherwise transfer of any party’s rights under this Amendment shall be governed by Section7.05 of the VRDP Shares Purchase Agreement.

SECTION6.01. Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of each of the Fund and the Tender and Paying Agent. The assignment or otherwise transfer of any party’s rights under this Amendment shall be governed by Section7.06 of the Tender and Paying Agent Agreement.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns . Neither the Company not Puxin shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties.

05/15/2019 (APEX RESOURCES INC/NV)

The Fund’s investment advisor has contractually agreed to reimburse Fund expenses through March1, 2022 to the extent necessary so that Total Annual Fund Operating Expenses (excluding taxes, interest, short interest, short dividend expenses, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, if any) of ClassA, ClassC, and ClassI are limited to 1.15%, 1.90%, and 0.90% of average net assets, respectively. Calamos Advisors may recapture previously waived expense amounts within the same fiscal year for any day where the respective Fund’s expense ratio falls below the contractual expense limit up to the expense limit for that day. This undertaking is binding on CALAMOS ADVISORS and any of its successors and assigns . This agreement is not terminable by either party.

06/29/2018 (CALAMOS INVESTMENT TRUST/IL)

Section 12.17Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of Borrowers and Agent and each Lender and their respective successors and permitted assigns.

08/15/2016 (Goodman Networks Inc)

1.10 SUCCESSORS AND ASSIGNS . For purposes of this Agreement, "Successors and Assigns" shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

08/29/2017 (Advanced Environmental Petroleum Producers Inc.)

5.3 Binding Provisions; Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and, except as provided herein, their respective successors and assigns . This Agreement may not be assigned by any Party without the prior consent of the other Party. Any attempt to assign this Agreement in a manner prohibited by this Section 5.3 will be void.

08/21/2017 (APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN)

Section 10.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

10.5. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon the successors, assigns, heirs, executors, and administrators of the parties; provided, however, that (a)the Company shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of each Investor, and (b)each Investor shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Company, provided further, however, that each Investor shall be entitled to assign this Agreement or any of its rights herein to any of its Affiliates without the prior written consent of the Company.

06/21/2018 (ZTO Express)

6.5. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, that (a)neither any Group Company nor any Founding Shareholder shall assign this Agreement or any of its or his rights herein to any Person without the prior written consent of Alibaba, and (b)any Investor shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Company and the Founder, provided further, however, that each party hereto shall be entitled to, without the consent of any Person, assign this Agreement or any of its or his rights herein to any of its or his Affiliates and any Person to whom such party transfers the Company Securities in accordance with the terms of this Agreement.

7.6. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, that (a)the Company shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Investors, and (b)each Investor shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Company, provided further, however, that each Investor shall be entitled to, without the consent of any Person, assign this Agreement or any of its rights herein to any of its Affiliates and any Person to whom such Investor transfers the Company Securities in accordance with the terms of the Transaction Documents.

(b) Borrower understands that the Note Holder may transfer this Note. This Note shall be binding on Borrower and Borrower’s successors and assigns and shall inure to the benefit of Note Holder and its successors and assigns . Note Holder may assign, without the consent of Borrower, all or a portion of Note Holder’s rights under this Note and the other documents, instruments and agreements entered into in connection with the transactions contemplated hereby. Prior written notice of such assignment shall be given by Note Holder to Borrower. The Note Holder or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is hereafter called the “Note Holder.” Borrower may not assign, transfer or delegate any of Borrower’s obligations or agreements hereunder. No amendment, modification or waiver of any provision of this Note shall be effective unless it is in writing and signed by the Note Holder and Borrower.

11/08/2019 (GlassBridge Enterprises, Inc.)

9.14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other Parties, provided that Parent and Merger Sub may assign any of their rights hereunder to a Subsidiary of Parent without the prior written consent of the Company, but any such assignment shall not relieve Parent or Merger Sub of any of its obligations hereunder. Any purported assignment in violation of this Agreement is void.

12/20/2016 (Destination Maternity Corp)

22. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns . No party may assign its rights or obligations under the Agreement except in the context of a Transfer that is not prohibited by the terms of this Agreement.

12.9 Successors and Assigns. The Plan is binding upon and will inure to the benefit of the Debtors, the Post-Effective Date Debtors, and each of their respective Agents, successors, and assigns, including, without limitation, any bankruptcy trustees or estate representatives.

05/07/2018 (MESA AIR GROUP INC)

3.2Successors and Assigns. Except as otherwise specifically set forth in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement.

(l)Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors and assigns ; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Common Stock or any Warrants to a Transferee specifying the full name and address of such Transferee, the Company may deem and treat the person listed as the holder of such Common Stock and/or Warrants in its records as the absolute owner and holder of such Common Stock and/or Warrants for all purposes.

Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns . Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written consent of Lender.

Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns . If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness.

(g) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns.

10/02/2020 (Pivotal Investment Corp II)

(e) Successors and Assigns. The rights to cause the Company to register Registrable Securities under this Agreement may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, that any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder and that each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement. This Agreement shall bind and inure to the benefit and be enforceable by the Company and its successors and assigns and the Holders and their respective successors and assigns (whether so expressed or not). In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit Holders are also for the benefit of, and enforceable by, any subsequent or successor Holder.

To induce Lender to execute the foregoing Amendment, Guarantor (a)agrees and consents to the execution and delivery of the Amendment and the terms thereof; (b)ratifies and confirms that all guaranties and assurances granted, conveyed or otherwise provided to Lender under the Loan Documents, including, but not limited to that certain GUARANTY AGREEMENT dated as of DECEMBER 14, 2011 (as the same may have been amended, modified or restated from time to time, the “Guaranty”), are not released, diminished, impaired, reduced, or otherwise adversely affected by the Amendment; (c)confirms and agrees that the Guaranty continues to guarantee and assure the payment and performance of the Indebtedness in accordance with its terms; (d)agrees to perform such acts and duly authorize, execute, acknowledge and deliver such additional guarantees, assurances and other documents, instruments and agreements as Lender may reasonably deem necessary or appropriate in order to create, perfect, preserve and protect those guaranties and assurances; and (e)waives notice of acceptance of this consent and confirmation, which consent and confirmation binds Guarantor and Guarantor’s successors and assigns and inures to Lender and its successors and assigns . The terms, conditions and provisions of the Guaranty (as the same may have been amended, modified or restated from time to time) are incorporated herein by reference, as if stated verbatim herein.

12/11/2018 (Legacy Housing Corp)

15. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors in interest and assigns.

03/11/2019 (Dermavant Sciences Ltd)

7. Successors and Assigns. This Assignment and Assumption Agreement shall bind and inure to the benefit of the respective successors and assigns of DSG and RSG.

6. Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective successors and assigns . If any inconsistency exists or arises between the terms of this letter and the terms of the Lease, the terms of this letter shall prevail. This letter shall be governed by the laws of the state in which the Premises are located.

d. Successors and Assigns. Director may not assign this Release Agreement or any of his rights and duties hereunder. Company may assign this Release Agreement to an entity controlled by or under common control with Company or to an entity that acquires all or substantially all of the stock or assets of Company. The provisions of this Release Agreement shall be binding on and shall inure to the benefit of Director, Company and their respective assigns, including any successor in interest to Company who acquires all or substantially all of Company’s stock or assets.

07/26/2019 (Crypto Co)

10. Public Announcements: Except with respect to LBCC to satisfy its disclosure requirements under the Securities Exchange Act of 1934, as amended, unless otherwise required by law (based upon the reasonable advice of counsel), no Party shall make any public announcements in respect of this Agreement or the C&E Agreement or the transactions contemplated thereby or otherwise communicate with any news media without the prior written consent of the other parties, and the parties shall cooperate as to the timing and contents of any such announcement. 11. Entire Agreement: This Agreement contains the entire understanding of the Parties with respect to the matters covered herein and therein and, except as specifically set forth herein, neither the SBL nor LBCC makes any representation, warranty, covenant or undertaking with respect to such matters. 12. Survival of Agreement, Representations and Warranties: All representations and warranties contained herein shall survive the execution and delivery of this Agreement. 13. Successors and Assigns: This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns . 14. Governing Law; Venue: This Agreement and the obligations, rights, remedies of the Parties hereto are to be constructed in accordance with and governed by the laws of the State of Delaware, with any action/dispute concerning this Agreement to be commenced exclusively in the state and federal courts sitting in the State of Delaware. 15. Miscellaneous: This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understanding relating to the subject matter hereof. This Agreement may be executed in two counterparts but all such counterparts shall together constitute but one and the same instrument.

04/25/2019 (Long Blockchain Corp.)

3. Binding Effect. The execution and delivery of this Agreement by the Lender and Borrower shall be binding upon each party hereto and their respective successors and assigns . This Agreement is final and irrevocable.

08/21/2017 (Helpful Alliance Co)

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree and acknowledge that the Warrant shall be cancelled immediately upon execution of this Addendum 1 to the Settlement (“Addendum 1”) and that all rights and entitlements of the Lender for the Shares under the Warrant shall be irrevocably nulled and void. The execution and delivery of this Agreement by the Lender and Borrower shall be binding upon each party hereto and their respective successors and assigns . This Addendum 1 is final. The Lender acknowledges that it had an ample opportunity to review this Addendum 1, to obtain independent legal counsel to review this Addendum 1, and an election by the Lender not to obtain such legal counsel shall release the Borrower from any prerequisite to require such counsel. This Amendment shall be treated as part of the Settlement, and hence governed by, and construed under the laws of the State of Florida with further choice of courts located in Broward County, Florida.

11.7 Successors and Assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned in whole or in part by either Party, by operation of law, or otherwise, without the prior written consent of the other Party; provided, however, that (a)without the prior written consent of Dermavant, NovaQuest may assign or transfer this Agreement in whole or in part to any Affiliate of NovaQuest and NovaQuest may assign, sell, pledge, contribute, or otherwise transfer its right to payment pursuant to Article IV (Dermavant’s Payments) hereof to any Person other than a competitor of Dermavant; and (b)without the prior written consent of NovaQuest, Dermavant may assign this Agreement to Dermavant Sciences Limited or any Controlled Affiliate, provided that NovaQuest is not adversely affected by such assignment and provided further that unless Dermavant remains directly liable for all obligations hereunder, Dermavant and NovaQuest shall first enter into a guarantee agreement [***] pursuant to which Dermavant will guarantee the payment obligations of Dermavant Sciences Limited or the Controlled Affiliate, as the case may be. This Agreement shall be binding upon, and subject to the terms of the foregoing sentence, inure to the benefit of the Parties hereto, their permitted successors, legal representatives, and assigns. Any assignment or attempted assignment not in accordance with this Section11.7 (Successors and Assigns) shall be null and void. For clarity, NovaQuest’s prior written consent is not required in connection with an Initial Public Offering. In no event shall any assignee of NovaQuest hereunder be entitled to any greater benefit of any payment of additional amount under Section4.4 or any recalculation of interest under Section4.6 than what NovaQuest would have been entitled to, except to the extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the date of such assignment.

05/24/2019 (Dermavant Sciences Ltd)

15.3 Successors and Assigns. This Agreement may not be assigned or otherwise conveyed by any Party without the prior written consent of the other Parties; provided however that such prior written consent will not be required for an assignment to an Affiliate of a Party. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors, successors in title and assigns to the extent that such assignment is permitted under this paragraph.

Section29.11 shall inure to the benefit of Landlord’s and the Landlord Parties’ present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns . Under no circumstances shall any present or future partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance of Landlord’s obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for injury or damage to, or interference with, Tenant’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring.

Section 14.2 Successors and Assigns. This Deed of Trust shall be binding upon, and shall inure to the benefit of, Borrower and Lender and their respective successors and permitted assigns, as set forth in the Loan Agreement. Lender shall have the right, without the consent of Borrower, to assign or transfer its rights under this Deed of Trust in connection with any assignment of the Loan and the Loan Documents. Any assignee or transferee of Lendershall be entitled to all the benefits afforded to Lender under this Deed of Trust. Borrower shall not have the right to assign or transfer its rights or obligations under this Deed of Trust without the prior written consent of Lender, as provided in the Loan Agreement, and any attempted assignment without such consent shall be null and void.

03/25/2020 (Lodging Fund REIT III, Inc.)

Section 14.2 Successors and Assigns. This Deed of Trust shall be binding upon, andshallinuretothebenefitof,BorrowerandLenderandtheirrespectivesuccessorsandpermitted assigns, as set forth in the Loan Agreement. Lender shall have the right, without the consent of Borrower, to assign or transfer its rights under this Deed of Trust in connection with any assignment of the Loan and the Loan Documents. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Deed of Trust. Borrower shall not have the right to assign or transfer its rights or obligations under this Deed of Trust without the prior written consent of Lender, as provided in the Loan Agreement, and any attempted assignment without such consent shall be null andvoid.

7.04Successors and Assigns. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, legal representatives, successors and assigns , and with respect to Owner, the phrase “ successors and assigns ” shall include purchasers of Owner’s interest in the Business.

7. Successors and Assigns. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, administrators andassigns.

9.Successors and Assigns. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, administrators and assigns.

Section 17.1. Indemnification by Owner.Except for liabilities incurred by Manager due to the gross negligence, willful misconduct or fraud of Manager, its employees or other agents, Owner hereby indemnifies, defends and holds harmless Manager and its Affiliates and each of their respective officers, directors, shareholders, employees, representatives and agents (collectively, the "Manager Indemnitees"), from and against any and all losses, costs, damages, liabilities, claims, actions and expenses whatsoever (including, without limitation, reasonable attorneys' fees and court expenses), incurred by any of the Manager Indemnitees arising out of, as a result of, or in connection with operation of the Hotel, including, without limitation, (i)the performance by Manager or its Affiliates of its services hereunder, including, without limitation, any and all obligations incurred relating to any agreements with third parties entered into by Manager or Owner in connection with the management or operation of the Hotel, (ii)any act or omission (whether or not willful, tortious, or negligent) of Owner or any third party (except those for which Manager expressly indemnifies Owner hereunder), or (iii)any other occurrence related to the Hotel or Manager's duties under this Agreement (except those for which Manager expressly indemnifies Owner hereunder).TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE OBLIGATIONS OF OWNER IN THE PRECEDING SENTENCE SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OF ANY OF THE MANAGER INDEMNITEES, WHETHER SUCH NEGLIGENCE IS SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE.Owner may apply the proceeds of any available insurance to the payment of any claim under the indemnity set forth in this ‎Section 17.1.The provisions of this ‎Section 17.1 shall survive the expiration or termination of this Agreement and shall be binding upon Owner's successors and assigns .The Manager Indemnitees shall not invoke this indemnity for anything to the extent covered by insurance.

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i)is an Affiliate of a Holder; (ii)is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii)after such transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x)the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y)such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1)that is an Affiliate or stockholder of a Holder; (2)who is a Holder’s Immediate Family Member; or (3)that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

02/01/2021 (Northern Star Acquisition Corp.)

4. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

13.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by a Borrower without Bank’s prior written consent, which consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without the consent of or notice to a Borrower to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits hereunder; provided however that, Bank shall not effectuate any of the foregoing if such action would result in Western Alliance Bank (or its Affiliates) no longer acting as “Bank” hereunder without the prior written consent of Borrowers (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, no consent of Borrowers shall be required for any of the foregoing actions if such action occurs following an Event of Default, or is in connection with the sale or disposition of Bank or all or a portion of Bank’s loan portfolio, or any merger, acquisition or corporate reorganization affecting Bank.

e. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns , including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by him or her. The Employee over expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ the Employee may be transferred without the necessity that this Agreement be re-signed at the time of such transfer. Notwithstanding the foregoing, if the Company is merged with or into a third party which is engaged in multiple lines of business, or if a third party engaged in multiple lines of business succeeds to the Company’s assets or business, then for purposes of Section3(a), the term “Company’s Business” shall mean and refer to the business of the Company as it existed immediately prior to such event and as it subsequently develops and not to the third party’s other businesses.

e. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns , including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business, provided, however, that the obligations of the Puppy Lover are personal and shall not be assigned by him or her. The Puppy Lover expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ the Puppy Lover may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

Successors and Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Payee and his successors and assigns . The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.

09/06/2016 (PostAds, Inc.)

10.Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Note, except as expressly provided in this Note.

03/29/2018 (SUMMER ENERGY HOLDINGS INC)

19.Binding Effect. The Note will be binding upon, and inure to the benefit of Lender, and their successors and assigns . Borrower may not delegate its obligations under the Note.

SECTION 13. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns . No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders and any assignment in contravention of the foregoing shall be absolutely void.

08/11/2020 (FaceBank Group, Inc.)

assigns and successors

Cut contract prep time in half for free

Build document automations that allow you, your staff, and your clients to auto-populate contract templates.

“ I've found it very easy to use. It allows me to work quickly, get something straight from my head and out into the public.”

assigns and successors

Partner, Siskind Susser PC

2500 Executive Parkway Suite 300 Lehi, Utah 84043 (866) 638-3627

Level 11, 1 Margaret Street Sydney NSW 2000 Australia +61 2 8310 4319

8th Floor South Reading Bridge House George Street Reading RG1 8LS +44 20 3129 9324

Latin America

Mexico +52 55 5985 3005

Brazil +55 21 4040 4623

  • How to Successfully Switch Your DMS
  • DocuSign + NetDocuments
  • How Ice Miller Adopted the Cloud Completely Remote
  • Case Studies
  • Resource Library
  • Partner Integrations
  • App Directory
  • Locate a Partner
  • Partner Portal
  • Become a Partner

© NetDocuments Software, Inc.

  • Terms of Use
  • Privacy policy
  • Cookie policy
  • Privacy policy for california residents

assigns and successors

WHAT DOES IT MEAN TO BE A “SUCCESSOR OR ASSIGN”

WHAT DOES IT MEAN TO BE A “SUCCESSOR OR ASSIGN”

Tom Stilp JD, MBA/MM, LLM, MSC

According to Professor Ian Hurd at Northwestern University, Russia is not really a member of the UN Security Council because Russia is not a “successor” to the Soviet Union.   Hurd, I. (2022). “Russia is not a member of the UN Security Council,” Chi. Trib. §1, p. 7.

Under Article 23 of the UN Charter: “The Republic of China, France, the Union of Soviet Socialist Republics, the United Kingdom of Great Britain and Northern Ireland, and the United States of America shall be permanent members of the Security Council.”    But the Soviet Union dissolved in December, 1991.

Why do we care about “successors?”  Because the successor determines who is a party to an agreement – who benefits and who pays.

A clause providing for “successors and assigns” (the terms usually go together) is a common provision in all types of contracts, leases, purchase and sale agreements, and many other forms of agreements.  First, an assignment (assuming it is not prohibited under the agreement), is a voluntary action by one party transferring its rights and obligations to a 3 rd  party, usually someone outside the original agreement.  That 3 rd  party then “steps into the shoes” of the original party, as an “Assignee.”

A “successor,” however, is more broad.  A successor can be voluntary (as through an assignment), involuntary, or without any action on anyone’s part, as by operation of law.  A successor by operation of law occurs, for example, when one joint tenant on real estate dies and the interest of that joint tenant passes to the surviving joint tenant.  In the later case, the surviving joint tenant is the “successor” in interest to the deceased joint tenant, by operation of law, without any further action needed.

A typical “successor and assigns” clause will say in sum and substance that: “This Agreement and all of the rights [benefits] and obligations [what you have to do to get the benefits] shall inure [fancy word for “transfer”] to the benefit of and be binding upon the parties,  and their respective successors and assigns .”

Simply put, the successors and assigns are required to perform the agreement in the same manner, and to the same extent, that the parties would be required to perform it if no succession had taken place.

Having prepared thousands of agreements, and litigated issues involving “successors and assigns” in court, we can assist in all of your contract needs.

image cred: shutterstock

Related Posts

WHAT DOCUMENTS CAN BE USED AT TRIAL?

WHAT DOCUMENTS CAN BE USED AT TRIAL?

APPEALS – THERE IS MORE THAN ONE TYPE

APPEALS – THERE IS MORE THAN ONE TYPE

Stilp Business Law © 2017 All Rights Reserved   Privacy Policy

  • Practical Law

General Contract Clauses: Successors and Assigns

Practical law standard clauses 3-523-8024  (approx. 8 pages).

  • General Contract and Boilerplate
  • United States

Logo

  • Contract Management

Supplier Management

Savings Management

  • Data & Security

FAQ’s

oboloo FAQ's

What does successors and assigns mean in a management contract.

A management contract is a legal agreement between a property owner or company and a management firm for the management of the property or company. It outlines the roles and responsibilities of the parties involved, including the rights and obligations of each party. One common term that is often included in management contracts is “successors and assigns.” But what does this term actually mean and how does it affect the parties involved? In this blog post, we will explore the concept of successors and assigns in a management contract in detail. We will break down the legal language and explain what is at stake for both the property owner or company and the management firm. As a professional in the field of property management, it is important to have a thorough understanding of the language used in legal agreements like management contracts . Understanding the term successors and assigns can help you make informed decisions and ensure that your rights and obligations are protected. So, read on to learn more about this important concept in management contracts .

1. Successors and assigns refers to the ability of a party to transfer or assign their rights and obligations under a contract to another party.

Contract management is an essential aspect of business dealings that helps to protect the interests of all parties involved in a transaction. One crucial aspect of contract management is the concept of successors and assigns, which refers to the party’s ability to transfer or assign their rights and obligations under a contract to another party. In the context of a management contract, the term successors and assigns denote the party’s ability to transfer the ownership of the contract or the management rights to another individual or organization. This transfer of ownership or management rights is possible if the contract explicitly states that the party has the right to do so. As such, it is critical to ensure that the contract management agreement explicitly states the provisions for successors and assigns to avoid any legal disputes that may arise in the course of the contract’s lifespan.

2. In a management contract , this clause typically allows the management company to transfer its rights and obligations to a successor company or assign the contract to a new owner or entity.

In contract management , the term successors and assigns refer to the parties who are entitled to take over and fulfill the rights and obligations mentioned in the management contract . In a management contract , this clause typically allows the management company to transfer its duties and obligations to a successor company or assign the contract to a new owner or entity. This is crucial in situations where the management company merges, acquires a new entity, or is bought out. Successors and assigns clause helps ensure that the business continuity of the contract is upheld and that all parties benefit from the agreement. It is essential that both parties in the management contract understand the framework of the clause to avoid any misunderstandings or disputes.

3. This clause provides flexibility for both parties in the event of a merger or acquisition, or if the management company wants to sell its business .

In Contract Management, the term “successors and assigns” is a common legal provision that refers to the transferability of contractual rights between the original contracting parties and their successors or assignees. This clause provides flexibility for both parties in the event of a merger or acquisition, or if the management company wants to sell its business. In such cases, the original contracting parties can transfer their rights and obligations to a third-party purchaser or to their respective successors, which includes heirs, executors or administrators, and assigns. This provision is critical because it ensures that the management contract remains enforceable even when there is a change in ownership or control of either party. Ultimately, successors and assigns help to ensure that all parties involved in the management contract have a clear understanding of their rights and obligations in the event of unforeseen disruptions.

4. However, it’s important for both parties to carefully review and negotiate the terms of this clause to ensure that it aligns with their goals and interests.

In Contract Management, “Successors and Assigns” is a term used to refer to the parties who may have the rights and obligations stated in the contract after it has been signed . It means that the parties involved in the contract who have certain rights can transfer their rights to other individuals or entities. However, it’s important for both parties to carefully review and negotiate the terms of this clause to ensure that it aligns with their goals and interests. The parties must review what actions trigger an assignment or if successors can take on the full responsibilities of the contract. Additionally, they must define the limits and restrictions on the assignments to avoid misunderstandings in the future. Since the “Successors and Assigns” clause can have financial implications or affect the operation of the contract , it’s crucial to have a legal professional review the clause before finalizing the contract.

5. An experienced attorney can help you navigate the nuances of this clause and other key provisions in a management contract to help protect your interests and achieve your desired outcomes.

In the world of contract management , understanding the meaning and implications of terms like “successors and assigns” can make all the difference in ensuring a successful outcome for all parties involved. This clause specifically refers to the transfer of rights and obligations outlined in a management contract to another party in the event of a merger, acquisition, or other change of ownership. While it may seem straightforward, the reality is that the nuances of this clause and other key provisions in a management contract can be complex and difficult to navigate without the help of an experienced attorney. With their expertise, you can protect your interests and achieve your desired outcomes, no matter what circumstances may arise during the life of the contract .

In conclusion, understanding the term “successors and assigns” in a management contract is crucial for both parties involved. It provides clarity on who can take over the contract, ensures continuity in management, and protects the interests of both parties. While it may seem like just legal jargon, it has significant implications and should be given close attention. By having a clear understanding of this clause, managers and their clients can ensure a successful and smooth partnership for years to come.

Want to find out more about procurement?

Access more blogs, articles and FAQ's relating to procurement

Oboloo transparent

The smarter way to have full visibility & control of your suppliers

Contract Management 

Partnerships 

Charities/Non-Profits

Service Status

Release Notes

Feel free to contact us here. Our support team will get back to you as soon as possible

Sustainability

The “Successors and Assigns” Provision and Successor Liability

18 August 2021 15 February 2013 | Ken Adams

[ Update: Go here for the June 15, 2013 post about my article It’s Time to Get Rid of the “Successors and Assigns” Provision .]

The shortcomings of traditional contract language come in varying degrees of subtlety. At the unsubtle end of the spectrum is the “successors and assigns” provision. It’s utterly standard, but it’s also, um, problematic.

I tackled the “successors and assigns” provision in this 2006 post , and I thought that was that, but recently it resurfaced. First, a reader asked me what I thought of this 2008 post by Alan Sklover and whether its advice applied in an M&A context. On looking at it, I recalled that I had posted a comment to it, and that Al and I had exchanged comments to my post.

Then I noticed that Brian Rogers had included a “successors and assigns” provision in the sample contract for the sale of goods that he offered to the gods of crowdsourced contracts. In a comment to his post about his contract ( here ), I asked Brian why he had included a “successors and assigns” provision. He replied as follows:

As to the successors and assigns clause, my concern is the situation Robert Sonenthal describes in his comment to the post you linked to — that a purchaser in an asset sale (in which the Buyer in this contract for the sale of goods is selling its business) might leave behind a contract that benefits my client (which is the Seller in this contract for the sale of goods). I’ll have to keep noodling on that (and researching). Any thoughts from you or others would be quite welcome.

Here’s the bulk of Robert’s comment:

Let me suggest a possible purpose for the “successors and assigns” clause – a variation on #1: To assure that, if either party sells all or substantially all of its assets (or merges into another firm), the asset sale (or merger agreement) will include a clause specifically committing the purchaser (or successor-in-interest) to continue performing the contract.

And Al Sklover makes the same point in his post:

Any employer could decide to sell its assets, divvy up the sale proceeds, and then simply go out of legal existence. Any employer could find other ways, too, to deny you what you have been promised, and have earned. The key to preventing this is simple: make sure you have a “successors-and-assigns clause” in your agreement. Otherwise, all you’ve worked so hard for could be lost, without a chance of getting it back.

So the notion is that a “successors and assigns” provision could help you if the other party sells its assets and excludes from that deal its contract with you. But it’s clear that a “successors and assigns” provision would be of no help.

Consider the following (citations omitted) from Asset Acquisitions: Assuming and Avoiding Liabilities , an article by Byron F. Egan in the Winter 2012 Penn State Law Review (PDF here ):

Until about 35 years ago, the general (and well-settled) rule of successor liability was that “where one company sells or transfers all of its assets to another, the second entity does not become liable for the debts and liabilities” of the transferor. This rule was derived in the corporate world of contracts between commercial equals, where both parties were knowledgeable and had access to sophisticated advice. Two justifications historically have been given for the rule. First, it “accords with the fundamental principle of justice and fairness, under which the law imposes responsibility for one’s own acts and not for the totally independent acts of others.” The second justification is based on the bona fide purchaser doctrine, which holds that a purchaser who gives adequate consideration and who has no knowledge of claims against the item purchased, buys the item free of those claims. More recently, however, the theory of successor liability has evolved and expanded as the result of a series of clashes between conflicting policies. This is a recurring theme throughout the successor liability cases, as the benefits attendant to a corporation’s ability to sell its assets in an unrestricted manner are balanced against other policies, such as the availability of other remedies to the injured party, and who can best bear the cost of protecting persons in the same situation as the plaintiff.

Byron’s article goes on to discuss “nine different theories under which one or more types of a predecessor’s liabilities could be imposed upon a successor.” But none of those nine theories relies on the “successors and assigns” provision.

So there’s nothing to support the notion that the “successors and assigns” provision can help you if you’re left stranded when the other party to a contract sells its assets. Anything that suggests otherwise will just create confusion. If on the other hand I’m the one who’s mistaken, I’ll happily eat crow.

Note that in the case of a merger, the surviving entity acquires all the liabilities of the target, so there’s no risk of being left high and dry.

assigns and successors

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of  A Manual of Style for Contract Drafting , and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

4 thoughts on “The “Successors and Assigns” Provision and Successor Liability”

  • Pingback: Sample Contract for the Sale of Goods Revisited

Ken, not sure about eating crow, but here is a good way to eat rook: http://www.youtube.com/watch?v=gvm6mN-LSbE

I agree with your conclusions. The wording of these clauses gives a clue to their peculiarity. Why “assigns” and not “assignees”, and why “inure”? The clause seems to be preserved in aspic.

Surely if the objective is to impose an obligation on a party to ensure that any assignee is bound, there should be a direct obligation on that party to do so (eg “X shall ensure…”), rather than have the indirect language (“shall be binding on”) that is typically seen? This indirect language looks kind-of like an automatic transfer of a property interest, which doesn’t make sense in this context under English law.

Mark: I like your solution.

Ken, As an Insurance Investigator with 35 years of experience, I find your comments regarding “successors and assigns” on point. There is, however, one other purpose for using the phrase, that being to commit fraud. The clause provides a gateway for transferring income and assets into a private LLC from, for example, a retirement investment account, especially in a relationship where commingled funds are utilized. The accounts are typically self-directed, so no fiduciary standard is require to be met by the service provider, the investors are shareholders, and considered Class 2 investors. When the money is directed into the account and becomes commingled, the service provider now owns the investor’s money. The regulatory agency typically only requires a Level 3 audit, and by law the Plan Sponsor is not allowed to audit the service provider. These minimum audit requirements create a caustic example of “zero risk” for the service provider, which opens the door for potential investor fraud.

Leave a Comment Cancel reply

I accept the Privacy Policy * *

This site uses Akismet to reduce spam. Learn how your comment data is processed .

The voice that matters.

Innovative scholarship. Extensive writings. Hundreds of  Drafting Clearer Contracts  presentations around the world. Commitment. That’s what makes Ken Adams the unmatched authority on clearer contract language.

164 Brompton Road Garden City, NY 11530-1432

(516) 318-6956

[email protected]

© 2024 Kenneth A. Adams

General Contract Clauses: Successors and Assigns (CA) | Practical Law

assigns and successors

General Contract Clauses: Successors and Assigns (CA)

Practical law standard clauses w-002-4371  (approx. 8 pages).

Updated Website Design for  Convenience

Sklover Working Wisdom logo 2019

Updated Website Design for  Convenience

  • Model Letters
  • Speak with Alan
  • Being “Managed Out?”
  • Share Website

“Successors and Assigns” Clause – Probably Valuable, If Correctly Written

  • Post author: Alan L Sklover
  • Post published: 07/15/08

“Carelessness is worse than theft.”

– Gaelic Proverb

ACTUAL CASE HISTORY: Shortly after college, at age 23, Simon was hired by a family-owned real estate development firm as a Project Manager. At first he was given rather simple tasks, like making sure that “punch list” items – those last, small items on every job, such as replacing cracked windows and burned-out light bulbs – were attended to. With his attention to detail and rare perseverance, Simon’s reputation as a good employee blossomed. By age 29, he was supervising construction crews and overseeing condo sales teams. And as his responsibilities grew, so did his compensation. By age 31, Simon’s annual salary and bonus exceeded $200,000.

To keep Simon motivated, each year he was awarded bonuses of $100,000, to be paid to him $25,000 per year, for four years, in the last week of December. To discourage Simon from going into business for himself, the company’s owners promised him he would be an owner of at least 20% if he stayed another five years. A written employment contract was prepared for Simon to sign. It was to last 5 years. After his cousin Barbara, an immigration attorney, reviewed and approved the contract, Simon signed it.

Two years later the family that owned the company was offered $25 million for it by a publicly-traded REIT (shorthand for real estate investment trust.) The REIT was going to do an “asset purchase,” which means that Simon’s company would be selling its assets, not the stock of the company, itself, a common way to buy a business. The family members were elated. Simon was concerned; he wanted to know what this meant for him. After all, he wasn’t really “family.” He was assured that this would be a great thing for him, too. He even met with his new bosses, and they seemed to be true professionals.

After the sale of the business’s assets, Simon was given greater responsibilities, and oversight, as the old crew became a new division of the REIT. He was confident that things would go quite well. When Christmas time came around, Simon was waiting for word regarding when he would receive the “first” $25,000 installment he was owed for last year’s bonus, and the “second” $25,000 installment he was due from the bonus of the year before. When he was told “There must be some mistake, because we don’t give bonuses,” his heart sank. Then Simon inquired about the 20% of the company that he was to receive in two years. When he was told “You must be confused,” his heart skipped a few beats. He was crestfallen.

After “the lawyers did their thing,” Simon learned that those two big promises in his employment contract – for his $100,000 bonuses, and for his 20% business ownership – were promises of the “old” company, not the “new” company he now worked for. If he was to collect on those promises, he had to collect from the old company. Problem was, there was no more “old” company to collect from. The company, itself, had no more assets; all had been sold. The monies derived from the sale of the company’s assets were divided up among the 23 family members, who lived in states from Maine to California. While each family member he spoke with was sympathetic, none was willing to pay him from their own pockets. Instead, each suggested “Speak to your lawyer.”

While his lawyer, Cousin Barbara, couldn’t seem to explain what had happened, she sure seemed upset. Simon had lost $175,000 in bonuses, but far, far worse, 20% of a $25 million company, worth $5 million. A big loss, and an easily avoidable one, at that. All because one single, simple sentence was missing from his contract: the “Successors and Assigns” clause.

If only they’d added a sentence that read something like this: “The rights and obligations of the parties to this agreement will be binding on, and will be of benefit to, each of the parties’ successors, assigns, heirs and estates.” That would have made the “successor” REIT bound to the agreement (and benefit Simon’s estate, if he passed on.) One simple sentence can be worth so very much.

LESSON TO LEARN: An agreement binds only the parties to that agreement. Most agreements are between two parties: in sales agreements, they are the (a) buyer and (b) seller; in lease agreements, they are the (a) landlord and (b) tenant; in employment agreements, they are the (a) employer and (b) employee. No one else is bound. Most importantly, anyone who later “takes the place:” of one of the parties is not bound. That’s usually a problem. The solution? It is a “successors-and-assigns clause.”

Imagine the following: You rent an office from the owner of an office building. You paint, put down carpet, install lighting, buy custom-fit furniture, have stationery printed with your new address on it, and move in. The next month someone new buys the building. The new owner stops by and says, “Nice to meet you. Your rent has been tripled.” You say, “But I have a signed lease.” He says, “Not with me, you don’t.” That’s what a “successors-and-assigns” clause is meant to prevent.

A standard “successors-and-assigns” clause reads like this: “This Agreement is binding upon, and will inure to the benefit of, the parties to this agreement, and their respective successors and/or assigns.” (A slightly more comprehensive variation would be this: “This Agreement is binding upon, and shall inure to the benefit of the parties themselves, as well as their respective representatives, successors, permitted assigns, heirs and estates.”)

In employment agreements, and all employment-related agreements that give you something (including stock option agreements, commission agreements, and deferred compensation agreements) it is essential that you have a “successors-and-assigns” clause. (On the other hand, any agreements that “take” something from you – such as a non-compete agreement, that takes your freedom from you – is better for you if it fails to have such a clause.)

Any employer could be merged or acquired out of existence. Any employer could decide to sell its assets, divvy up the sale proceeds, and then simply go out of legal existence. Any employer could find other ways, too, to deny you what you have been promised, and have earned. The key to preventing this is simple: make sure you have a “successors-and-assigns clause” in your agreement. Otherwise, all you’ve worked so hard for could be lost, without a chance of getting it back.

WHAT YOU CAN DO: This is how you can protect yourself:

1. In Every Agreement, Always Look for the “Successors-and-Assigns” Clause: No matter what type of agreement you are looking at, always look for the “successor-and-assigns” clause. As a matter of customary contract drafting, if it’s there you will usually find it among the last four or five sections in an agreement. It might be labeled “Parties Bound,” “Binding Upon” or “Successors and Assigns,” or any number of other titles. It might also be “buried” among other provisions, with a totally unrelated title. (That’s why we read every word.) Such a clause should be present in every employment agreement, stock option agreement, restricted stock agreement, commission agreement, indemnity agreement, retention agreement, and everything “in between.”

2. If It’s Not There, Always Ask for It: There is nothing improper, impolite or aggressive in asking that a “successors-and-assigns” clause be added to your agreement. It’s “standard” language in business agreements, and employment agreements are a type of business agreement. It could be said that the absence of a “successors-and-assigns” clause in an employment agreement (or one related to employment), in and of itself, has profound consequences, because it suggests the parties did not intend that the successor employer should provide to the employee what the original employer did not. Think about it: if you work for a small accounting firm, and you are promised a bonus of $10,000 if you stay for two years; if your accounting firm is merged with a larger one, and you stay the two years, what was intended: that you’d get paid the bonus, or that you would not? The absence of a “successors-and-assigns” clause says, simply, “It was intended you would not.” If you ask for a “successors-and-assigns” clause, and are turned down, you can safely assume there is a reason for that denial, and that the reason is not a good one for you.

3. The Two Exceptions: When It’s Truly Not Intended, and When It Makes No Sense: There are two circumstances in which we do not expect a “successors-and-assigns” clause. First, in some circumstances it is not intended that a “successor” or “assignee” be obligated to the “other side.” For example, if you were promised a bonus that was to be paid to you only if the company was not sold; then in the event of a sale, it was not intended you would receive a bonus. In that case, the successor paying you a bonus was not intended. Second, for the employee, it would not make sense to ask for a “successors-and-assigns” clause in a non-compete agreement, because then it is not in his or her interests; in that case, asking for one to be put in makes no sense. If the employer did not have the sense to insert it, don’t wave flags.

4. Watch Out for the “Old One-Way Trick”: Occasionally we see what we view to be dishonest lawyering by attempted trickery, most commonly by those in large law firms who have been told and taught they are “the cleverest.” This is what we call the “Old One-Way Trick”: “The obligations and interests of the parties under this agreement shall inure to the benefit of the employer, and its representatives, successors and assigns, and be binding upon the employee, his/her representatives, successors and assigns.” Read the words carefully: notice that the way it is worded, (a) the employer (and its successors and assigns) enjoys the benefits of the agreement, but not its burdens, and (b) the employee (and his/her successors and assigns) suffers the agreements burdens, but fail to enjoy its benefits. The first time I saw this I was upset; the tenth time, I was surprised; now I simply send an email to the senior partner of the opposing firm reminding him that this is not how law used to be practiced.

5. It’s Especially Important When Working for a Smaller “LLC” and “INC.”: As in our case history above, it is most important to have a “successors-and-assigns” clause when working for a smaller limited liability company or corporation. Why? Because they are more likely to be purchased, merged or dissolved. In each instance, you want the party who takes over or receives the remaining assets to be liable to you. In companies owned by the grandchildren of the founder, it is essential, as they are notorious for not getting along with each other, “running down” the company, and wanting to “cash out” the company.

6. Your Employer Being Sold or Merged? Send an Email Reminder: Surprises in business are usually not fun. If the company that acquired your employer is not aware that you are owed a $50,000 retention bonus, or eighty-two accrued vacation days, you might engender ill will when you ask for payment. Instead, send an email to General Counsel of your own employer, not the other side, and write “It is my expectation that the new acquirer is aware of my rights and interests, which are binding on successors and assigns. If not, please ensure that they are.” That will place your company’s primary attorney in a place where he or she will either (a) let the acquirer know, or (b) likely be later accused of fraud. Let him or her do your duty.

7. Sound Like a “Hassle?” Remember You Are Doing This for Your Loved Ones, and Heirs: Sure, looking for, and asking for, a “successors-and-assigns” clause in your employment-related agreements may sound like a hassle, and today is not the day you needed more hassles in your life. However, the absence of such a clause may deny what you’ve earned today to you and your family another day. And don’t forget: in the event of your passing, your heirs are your successors, will be without you being there for them, and so will have a greater need for what you’ve earned.

SkloverWorkingWisdom™ emphasizes smart negotiating – and navigating – for yourself at work. Negotiation of work and career issues requires that you be aware, alert and assertive regarding words, phrases, clauses and sentences that appear – or do not appear – in your employment-related agreements. Without a “successor-and-assigns” clause, all you’ve earned could end up lost.

Always be proactive. Always be creative. Always be persistent. And always do what you can to achieve for yourself, your family, and your career. Take all available steps to increase and secure employment “rewards” and eliminate or reduce employment “risks.” That’s what SkloverWorkingWisdom™ is all about.

A note about our Actual Case Histories: In order to preserve client confidences, and protect client identities, we alter certain facts, including the name, age, gender, position, date, geographical location, and industry of our clients. The essential facts, the point illustrated and the lesson to be learned, remain actual.

Share this article:

  • Click to share on Facebook (Opens in new window)
  • Click to share on Twitter (Opens in new window)
  • Click to share on LinkedIn (Opens in new window)

  • Find a Lawyer
  • Ask a Lawyer
  • Research the Law
  • Law Schools
  • Laws & Regs
  • Newsletters
  • Justia Connect
  • Pro Membership
  • Basic Membership
  • Justia Lawyer Directory
  • Platinum Placements
  • Gold Placements
  • Justia Elevate
  • Justia Amplify
  • PPC Management
  • Google Business Profile
  • Social Media
  • Justia Onward Blog

Binding on Successors Contract Clauses (157)

Grouped into 7 collections of similar clauses from business contracts.

  • Bankruptcy Lawyers
  • Business Lawyers
  • Criminal Lawyers
  • Employment Lawyers
  • Estate Planning Lawyers
  • Family Lawyers
  • Personal Injury Lawyers
  • Estate Planning
  • Personal Injury
  • Business Formation
  • Business Operations
  • Intellectual Property
  • International Trade
  • Real Estate
  • Financial Aid
  • Course Outlines
  • Law Journals
  • US Constitution
  • Regulations
  • Supreme Court
  • Circuit Courts
  • District Courts
  • Dockets & Filings
  • State Constitutions
  • State Codes
  • State Case Law
  • COVID-19 Resources
  • Legal Blogs
  • Business Forms
  • Product Recalls
  • Justia Connect Membership
  • Justia Premium Placements
  • Justia Elevate (SEO, Websites)
  • Justia Amplify (PPC, GBP)
  • Testimonials

IMAGES

  1. How to Leverage the Benefits of Predecessors and Successors in Project

    assigns and successors

  2. How to Use "Its Successors And/Or Assigns" to Control the Real Estate Contract and Make You Money

    assigns and successors

  3. Binding Upon the Respective Heirs, Executors, Administrators

    assigns and successors

  4. What does binding on heirs successors and assigns mean: Fill out & sign

    assigns and successors

  5. A "Successors and Assigns" Example of Turning Pointless into Wrong

    assigns and successors

  6. PPT

    assigns and successors

VIDEO

  1. Arrangements with 3 Attributes

  2. Existence of successor and predecessor

  3. Cooperative Code 4: End-life

  4. Process After Final selection list/ conditions of order copy/ Asst Professor updates

  5. Write the successor of each of the following

  6. Spider Curls

COMMENTS

  1. Examples of successors and assigns clauses in contracts

    Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The assignment or otherwise transfer of any party's rights under this Amendment shall be governed by Section7.05 of the VRDP Shares Purchase Agreement.

  2. PDF SUCCESSORS AND ASSIGNS

    The successors and assigns provision is a staple of commercial contracts.2 Although inserted almost ritualistically, its function and effect are rarely understood.3 Generally speaking, its purpose is to memorialize the relationship between the nonassigning party and the assignee. In addition, the cases have suggested other secondary purposes.

  3. Successors and Assigns Contract Clause Examples

    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof.

  4. What Does It Mean to Be a "Successor or Assign"

    A successor can be voluntary (as through an assignment), involuntary, or without any action on anyone's part, as by operation of law. A successor by operation of law occurs, for example, when one joint tenant on real estate dies and the interest of that joint tenant passes to the surviving joint tenant.

  5. General Contract Clauses: Successors and Assigns

    A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement. This Standard Clause has integrated notes with important explanations and drafting tips.

  6. General Contract Clauses: Successors and Assigns

    General Contract Clauses: Successors and Assigns by Practical Law Commercial Transactions A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement.

  7. Successors and Assigns Definition: 1k Samples

    Successors and Assigns means a corporation or other entity acquiring all or substantially all the Voting Securities, assets or business of the Trust whether by operation of law or otherwise, and any affiliate of such Successors and Assigns. Sample 1 Sample 2 Sample 3 Based on 15 documents

  8. Assignment and Successors Contract Clauses (381)

    Assignment and Successors. (a) Executive. This Agreement is personal to Executive and without the prior written consent of the Employer shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive's legal representatives.

  9. Commercial, Sample Clause

    Successors and Assigns (Annotated) Editor's Note: Miscellaneous provisions in a commercial agreement customarily deal with the issues of transferability of rights/obligations and party successors and assigns. Some agreements permit free transferability while others prohibit them or circumscribe the right to some degree.

  10. Assignment Successors and Assigns Contract Clauses (124)

    Assignment Successors and Assigns.Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive's consent to ...

  11. What Does Successors And Assigns Mean In A Management Contract?

    1. Successors and assigns refers to the ability of a party to transfer or assign their rights and obligations under a contract to another party. Contract management is an essential aspect of business dealings that helps to protect the interests of all parties involved in a transaction.

  12. PDF Successors and assigns:Does it mean what it says?

    This 53-word statute, which originally was codified as §1-104 of former Article 21, provides in full as follows: Unless otherwise expressly provided, any obligation imposed on or right granted to any person automatically is binding on or inures to the benefit of his assigns, successors, heirs, legatees, and personal representatives.

  13. Getting Rid of the "Successors and Assigns" Provision

    Here's what a run-of-the-mill successors and assigns provision looks like: This agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns. I've long considered the successors and assigns provision to be one of the abiding mysteries of contract drafting.

  14. Commercial, Clause Description

    The successors and assigns clause, sometimes referred to as the inurement (or enurement) clause, states that the agreement is for the benefit of, and can be enforced by, the successors, permitted assigns, and, sometimes, heirs of the parties or other designated third parties. It is often combined with an assignment clause.

  15. General Contract Clauses: Successors and Assigns (NY)

    A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement under New York law. This Standard Clause has integrated notes with important explanations and drafting and ...

  16. Successors and Assigns Sample Clauses

    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Sample 1 Sample 2 Sample 3 See All ( 4k) Successors and Assigns.

  17. The "Successors and Assigns" Provision and Successor Liability

    Let me suggest a possible purpose for the "successors and assigns" clause - a variation on #1: To assure that, if either party sells all or substantially all of its assets (or merges into another firm), the asset sale (or merger agreement) will include a clause specifically committing the purchaser (or successor-in-interest) to continue performi...

  18. Assignment Successors Contract Clause Examples

    Assignment Successors. This Agreement is personal to Consultant and Hirsh, as such, may not be assigned by Consultant or Hirsh. The Company may assign this Agreement without Consultant's consent, including to any affiliate. Subject to the preceding sentences, this Agreement shall apply to, be binding in all respects upon and inure to the ...

  19. General Contract Clauses: Successors and Assigns (CA)

    A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement under California law. This Standard Clause has integrated notes with important explanations and drafting ...

  20. "Successors and Assigns" Clause

    "Successors and Assigns" Clause - Probably Valuable, If Correctly Written Alan L Sklover 07/15/08 "Carelessness is worse than theft." - Gaelic Proverb ACTUAL CASE HISTORY: Shortly after college, at age 23, Simon was hired by a family-owned real estate development firm as a Project Manager.

  21. Successors Contract Clause Examples

    Successors. All obligations of the Company under this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. Found in INSMED Inc contract.

  22. Successor and Assigns Sample Clauses: 5k Samples

    Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other ...

  23. Binding on Successors Contract Clause Examples

    Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. Found in TransDigm Group contract. View Examples.