Common use of Employer Assignment Clause in Contracts

Employer Assignment. The Employer shall not transfer all or substantially all of its assets, whether in a single transaction or a series of transactions, unless the transferee(s) expressly agrees to assume and perform this Agreement in the same manner and to the same extent that the Employer is required to perform it. Failure of any such transferee to expressly agree to assume and perform this Agreement prior to or at the time of the transfer of assets shall constitute Good Reason within the meaning of Section 5(f) of this Agreement, and, if the Executive remains in the employ of the Employer until the transfer of assets, the Executive may terminate his employment for such Good Reason at the time of the transfer of assets or within 30 days thereafter on 10 days’ advance written notice to the Employer or the transferee. Furthermore, whether or not the Employer so assigns its obligations hereunder to any such transferee, such transferee shall be deemed to have assumed and shall be bound by the Employer’s obligations hereunder. Except as provided in this Section 8, the Employer shall not be entitled to assign its obligations hereunder and any such purported assignment shall be null and void, without force or effect. Any provision above of this Section 8 to the contrary notwithstanding, no assignment by the Employer of its obligations under this Agreement, and no assumption thereof by any transferee, shall relieve the Page 9 of 14 Employer that is the original party to this Agreement of its obligations under this Agreement. This Agreement shall remain in full force and effect notwithstanding any Change in Control and in the case of any merger or consolidation shall be the obligation of the surviving entity.

Employer Assignment. The Employer shall not transfer all or substantially all of its assets, whether in a single transaction or a series of transactions, unless the transferee(s) expressly agrees to assume and perform this Agreement in the same manner and to the same extent that the Employer is required to perform it. Failure of any such transferee to expressly agree to assume and perform this Agreement prior to or at the time of the transfer of assets shall constitute Good Reason within the meaning of Section 5(f) of this Agreement, and, if the Executive remains in the employ of the Employer until the transfer of assets, the Executive may terminate his employment for such Good Reason at the time of the transfer of assets or within 30 days thereafter on 10 days’ advance written notice to the Employer or the transferee. Furthermore, whether or not Page 9 of 14 the Employer so assigns its obligations hereunder to any such transferee, such transferee shall be deemed to have assumed and shall be bound by the Employer’s obligations hereunder. Except as provided in this Section 8, the Employer shall not be entitled to assign its obligations hereunder and any such purported assignment shall be null and void, without force or effect. Any provision above of this Section 8 to the contrary notwithstanding, no assignment by the Employer of its obligations under this Agreement, and no assumption thereof by any transferee, shall relieve the Page 9 of 14 Employer that is the original party to this Agreement of its obligations under this Agreement. This Agreement shall remain in full force and effect notwithstanding any Change in Control and in the case of any merger or consolidation shall be the obligation of the surviving entity.

Employer Assignment. The Employer shall not transfer all or substantially all of its assets, whether in a single transaction or a series of transactions, unless the transferee(s) expressly agrees to assume and perform this Agreement in the same manner and to the same extent that the Employer is required to perform it. Failure of any such transferee to expressly agree to assume and perform this Agreement prior to or at the time of the transfer of assets shall constitute Good Reason within the meaning of Section 5(f) of this Agreement, and, if the Executive remains in the employ of the Employer until the transfer of assets, the Executive may terminate his employment for such Good Reason at the time of the transfer of assets or within 30 days thereafter on 10 days’ advance written notice to the Employer or the transferee. Furthermore, whether or not the Employer so assigns its obligations hereunder to any such transferee, such transferee shall be deemed to have assumed and shall be bound by the Employer’s obligations hereunder. Except as provided in this Section 8, the Employer shall not be entitled to assign its obligations hereunder and any such purported assignment shall be null and void, without force or effect. Any provision above of this Section 8 to the contrary notwithstanding, no assignment by the Employer of its obligations under this Agreement, and no assumption thereof by any transferee, shall relieve the Page 9 of 14 Employer that is the original party to this Agreement of its obligations under this Agreement. This Agreement shall remain in full force and effect notwithstanding any Change in Control and in the case of any merger or consolidation shall be the obligation of the surviving entity.