Common use of Assignability; Binding Nature Clause in Contracts

Assignability; Binding Nature. Except as otherwise provided in this Section, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a merger or consolidation in which the Company is not the continuing entity or a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally can in order to cause the successor, assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred in accordance with subparagraph 3(g) of this Agreement.

Assignability; Binding Nature. Except as otherwise provided in this Section, this This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive) , other than rights to compensation and assigns. No benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in Company under this Agreement, either contractually or as a matter of law. The Company further agrees thatUpon the consummation of the Initial Public Offering, in this Agreement shall be assumed by the event of a merger or consolidation in which IPO Corporation and the Company is not the continuing entity or a sale of assets or liquidation as described in the preceding sentence, it and any other Company Affiliate having obligations hereunder shall take whatever action it legally can in order to cause the successor, assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights thereupon be released from any liabilities or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred in accordance with subparagraph 3(g) of this Agreementhereunder.

Assignability; Binding Nature. Except as otherwise provided in this Section, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a merger or consolidation in which the Company is not the continuing entity or a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally can in order to cause the successor, assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred in accordance with subparagraph 3(g1(i) of this Agreement.

Assignability; Binding Nature. Except as otherwise provided in this Section, this This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case and assigns; provided, however, that no rights or obligations of the executive under this Agreement may be assigned or transferred by the Executive) , other than rights to compensation and assigns. No benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in Company under this Agreement, either contractually or as a matter of law. The Company further agrees thatUpon the consummation of the Initial Public Offering, in this Agreement shall be assumed by the event of a merger or consolidation in which IPO Corporation and the Company is not the continuing entity or a sale of assets or liquidation as described in the preceding sentence, it and any other Company Affiliate having obligations hereunder shall take whatever action it legally can in order to cause the successor, assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights thereupon be released from any liabilities or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred in accordance with subparagraph 3(g) of this Agreementhereunder.

Assignability; Binding Nature. Except as otherwise provided in this Section, this This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the a sale or liquidation of all or substantially all of the assets of the Company, ; provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any sale of assets or liquidation as described in the preceding sentence, it the Company shall take whatever action it legally can in order use its best efforts to cause the successor, such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunderhereunder and perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such assignment or succession taken place. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred except as provided in accordance with subparagraph 3(g) of this AgreementSection 16(e).

Assignability; Binding Nature. Except as otherwise provided in this Section, this (a) This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executiveyour case) and permitted assigns. , including any successor entities to TPG Partners, LLC. (b) No rights or obligations of the Company any TPG Entity under this Agreement may be assigned or transferred by the Company such TPG Entity (each a “Transferor”) except that such rights or and obligations may be assigned or transferred pursuant to a merger merger, consolidation or consolidation other combination in which the Company Transferor is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the Company, Transferor; provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company Transferor and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Transferor as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any merger, consolidation, other combination, sale of assets business and assets, or liquidation as described in the preceding sentence, it the Transferor shall take whatever action it legally can in order use its best reasonable efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company Transferor hereunder. No . (c) None of your rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive you other than (i) his your rights to compensation and benefits, which may be transferred only by will or by operation of law, and (ii) his rights with respect except to options that may be transferred the extent otherwise provided in accordance with subparagraph 3(g) of this AgreementSection 20(e).

Assignability; Binding Nature. Except as otherwise provided in this Section, this (a) This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executiveyour case) and permitted assigns. , including any successor entities to TPG Partners, LLC. (b) No rights or obligations of the Company any TPG Entity under this Agreement may be assigned or transferred by the Company such TPG Entity (each a “Transferor”) except that such rights or and obligations may be assigned or transferred pursuant to a merger merger, consolidation or consolidation other combination in which the Company Transferor is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the Company, Transferor; provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company Transferor and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Transferor as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any merger, consolidation, other combination, sale of assets business and assets, or liquidation as described in the preceding sentence, it the Transferor shall take whatever action it legally can in order use its best reasonable efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company Transferor hereunder. No . (c) None of your rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive you other than (i) his your rights to compensation and benefits, which may be transferred only by will or by operation of law, and (ii) his rights with respect except to options that may be transferred the extent otherwise provided in accordance with subparagraph 3(g) of this AgreementSection 19(e).

Assignability; Binding Nature. Except as otherwise provided in this Section, this This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the ExecutiveEmployee) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred by the Company pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as Company contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a merger or consolidation in which the Company is not the continuing entity or a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally reasonably can in order to cause the successor, such assignee or transferee to expressly assume the liabilities, obligations ▇▇▇▇▇▇▇/FPVD Employment Agreement Page 8 and duties of the Company hereunder. No rights or obligations of the Executive Employee under this Agreement may be assigned or transferred by the Executive Employee other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred in accordance with subparagraph 3(g) of this Agreement.

Assignability; Binding Nature. Except as otherwise provided in this Section, this This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) ), and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company Company, except that such rights or obligations may be assigned or transferred 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, provided HOWEVER, that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations obligations, and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a merger or consolidation in which the Company is not the continuing entity or a sale of assets or liquidation as described in the preceding sentence, it shall take whatever action it legally can in order to cause the successor, such assignee or transferee to expressly assume the liabilities, obligations obligations, and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) Executive, except that all of his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred in accordance with subparagraph 3(g) of this Agreement.

Assignability; Binding Nature. Except as otherwise provided in this Section, this (a) This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) and assigns. . (b) No rights or obligations of either of the Company Companies under this Agreement may be assigned or transferred by the such Company (each a "Transferor") except that such rights or and obligations may be assigned or transferred pursuant to a merger merger, consolidation or consolidation other combination in which the Company Transferor is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the CompanyTransferor, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company Transferor and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Transferor as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any merger, consolidation, other combination, sale of assets business and assets, or liquidation as described in the preceding sentence, it the Transferor shall take whatever action it legally can in order use its best reasonable efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company Transferor hereunder. . (c) No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or by operation of law, and (ii) his rights with respect except to options that may be transferred the extent otherwise provided in accordance with subparagraph 3(g) of this AgreementSection 17(e).

Assignability; Binding Nature. Except as otherwise provided in this Section, this (a) This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) and assigns. . (b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger merger, consolidation or consolidation other combination, reconstruction or amalgamation in which the Company is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the Company, ; provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Company as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger any merger, consolidation, other combination, reconstruction or consolidation in which the Company is not the continuing entity amalgamation, or a sale of assets or liquidation of business and assets as described in the preceding sentence, it the Company shall take whatever action it legally can in order use its best efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder. . (c) No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred except as provided in accordance with subparagraph 3(g) of this AgreementSection 15(d).

Assignability; Binding Nature. Except as otherwise provided in this Section, this (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of the ExecutiveIndemnitee) and assigns. . (b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company (the "Transferor") except that such rights or and obligations may be assigned or transferred pursuant to a merger merger, consolidation or consolidation other combination in which the Company Transferor is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the CompanyTransferor, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company Transferor and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Transferor as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any merger, consolidation, other combination, sale of assets business and assets, or liquidation as described in the preceding sentence, it the Transferor shall take whatever action it legally can in order use its best reasonable efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company Transferor hereunder. . (c) No rights or obligations of the Executive Indemnitee under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred in accordance with subparagraph 3(g) of this AgreementIndemnitee.

Assignability; Binding Nature. Except as otherwise provided in this Section, this (a) This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) and assigns. . (b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or and obligations may be assigned or transferred pursuant to a merger reconstruction, amalgamation, merger, consolidation or consolidation other combination in which the Company is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Company as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any reconstruction, amalgamation, merger, consolidation, other combination, sale of assets business and assets, or liquidation as described in the preceding sentence, it the Company shall take whatever action it legally can in order use its best efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder. . (c) No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred except as provided in accordance with subparagraph 3(g) of this AgreementSection 15(d).

Assignability; Binding Nature. Except as otherwise provided in this Section, this 9.1. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) and assigns. 9.2. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or and obligations may be assigned or transferred pursuant to a merger reconstruction, amalgamation, merger, consolidation or consolidation other combination in which the Company is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Company as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any reconstruction, amalgamation, merger, consolidation, other combination, sale of assets business and assets, or liquidation as described in the preceding sentence, it the Company shall take whatever action it legally can in order use its best reasonable efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder. 9.3. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred except as provided in accordance with subparagraph 3(g) of this AgreementSection 12.4.

Assignability; Binding Nature. Except as otherwise provided in this Section, this (a) This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the Executive) and permitted assigns. . (b) No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or and obligations may be assigned or transferred pursuant to a merger reconstruction, amalgamation, merger, consolidation or consolidation other combination in which the Company is not the continuing entity, or the a sale or liquidation of all or substantially all of the business and assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, Company as contained set forth in this Agreement, either contractually or as a matter of law. The Company further agrees that, in In the event of a merger or consolidation in which the Company is not the continuing entity or a any reconstruction, amalgamation, merger, consolidation, other combination, sale of assets business and assets, or liquidation as described in the preceding sentence, it the Company shall take whatever action it legally can in order use its best efforts to cause the successor, such assignee or transferee to promptly and expressly assume the liabilities, obligations and duties of the Company hereunder. . (c) No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than (i) his rights to compensation and benefits, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred except as provided in accordance with subparagraph 3(g) of this AgreementSection 15(d).

Assignability; Binding Nature. Except as otherwise provided in this Section, this This Agreement shall be binding upon and inure to the benefit of the parties Parties and their respective successors, heirs (in the case of the ExecutiveChairman) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred 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, or in connection with a Chapter 11 case, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a merger sale or consolidation in which the Company is not the continuing entity or a sale of assets or liquidation reorganization transaction as described in the preceding sentence, it shall take whatever action it legally can in order to cause the successor, such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive Chairman under this Agreement may be assigned or transferred by the Executive Chairman other than (i) his rights to compensation and benefitspayments hereunder, which may be transferred only by will or operation of law, and (ii) his rights with respect to options that may be transferred except as provided in accordance with subparagraph 3(g) of this AgreementSection 19 below.