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Assignment. This Agreement, and each right, interest and obligation hereunder, may not be assigned by either party hereto without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, except that this Agreement shall be assigned to, and assumed by, any person with or into which the Company merges or consolidates, or which acquires all or substantially all of its assets, or which otherwise succeeds to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.

Assignment. This Agreement, and each right, interest and obligation hereunder,Neither the Company nor the Executive may assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section. Without limiting the generality of the foregoing, the Executive’s right to receive payments hereunder shall not be assignedassignable or transferable, whether by either party hereto withoutpledge, creation of a security interest or otherwise, other than by a transfer by will or the prior written consentlaws of descent and distribution. In the other party hereto, andevent the Executive attempts any purported assignment without such consentor transfer contrary to this Section, the Company shall be void and without effect, except that this Agreement shallhave no liability to pay any amount so attempted to be assigned to, and assumed by, any person with or into which the Company merges or consolidates, or which acquires all or substantially all of its assets, or which otherwise succeeds to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.transferred.

Assignment. This Agreement,Successors and each right, interest and obligation hereunder, may notAssigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by either party hereto without the prior written consent of theCompany, in its sole and unfettered discretion, to any person, firm, corporation or other party hereto, andbusiness entity which at any purported assignment without such consent shall be void and without effect, except that this Agreement shall be assigned to, and assumed by, any person withtime, whether by purchase, merger or into which the Company mergesotherwise, directly or consolidates, or whichindirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its assets, or which otherwise succeedsobligations hereunder; provided, further, that the failure of any such successor to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law,so assume this Agreement shall constitute a material breach of this Agreement. Executive shall not havesell, transfer, assign, pledge, or hypothecate any power of anticipation, assignmentExecutive’s rights or alienation of any payments required to be made to him hereunder, and no other person may acquire any right orobligations under this Agreement, as applicable. Executive shall not borrow against Executive’s interest in any thereofthis Agreement. This Agreement shall inure to the benefit of and be enforceable by reason of any purported sale, assignmentExecutive’s personal or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Assignment. This Agreement,Agreement is a personal contract and each right, interest and obligation hereunder,Executive may not be assigned by either party hereto without the prior written consent of the other party hereto,sell, transfer, assign, pledge or hypothecate his rights, interests and any purported assignment without such consent shall be void and without effect, except thatobligations hereunder. Except as otherwise herein expressly provided, this Agreement shall be assigned to,binding upon and assumed by, any person with or into whichshall inure to the benefit of Executive and his personal representatives and shall inure to the benefit of and be binding upon the Company merges or consolidates, or which acquires all or substantially all ofand its assets, or which otherwise succeeds tosuccessors and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.assigns.

Assignment. This Agreement,Nontransferability. Neither this Agreement nor any rights under this Agreement may be sold, transferred, pledged, hypothecated, assigned, or otherwise disposed of or encumbered (directly or indirectly). Notwithstanding the foregoing, the Company may assign its rights and each right, interest and obligation hereunder, may not be assigned by either party heretoobligations under this Agreement without the prior writtenExecutive’s consent ofin the other party hereto, and any purported assignment without such consent shall be void and without effect, exceptevent that this Agreement shall be assigned to, and assumed by, any person with or into which the Company mergesshall hereafter effect a reorganization, consolidate with, or consolidates,merge into any other entity or which acquirestransfer all or substantially all of its assets,properties, stock, or which otherwise succeedsassets to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.entity.

Assignment. This Agreement, and each right, interest and obligation hereunder, mayAgreement will not be assignedassignable, in whole or in part, by either party hereto without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect,party, except that the Company may, without the consent of Executive, assign its rights and obligations under this Agreement shall be assigned to, and assumed by,# to an Affiliate or # to any corporation or other person with or intobusiness entity to which the Company mergesmay sell or consolidates, or which acquirestransfer all or substantially all of its assets, or which otherwise succeeds to and continuesassets; provided, however, that the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or requiredassignment of rights may only take place if the assignee accepts and agrees to all of the obligations to Executive under this Agreement. After any such assignment by law,the Company, the Company will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be “the Company” for purposes of all terms and conditions of this Agreement, including this Section 7. For the avoidance of doubt, in the event of Executive’s death, all payments and obligations to Executive shall not have any power of anticipation, assignment or alienation of any payments requiredbe paid to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.Executive’s estate.

Assignment. This Agreement, and each right, interestall of Executive’s rights and obligation hereunder,duties under it, are not assignable or delegable by Executive. Any purported assignment or delegation by Executive will be null and void. This Agreement may not be assigned by either party hereto without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, except that this Agreement shall be assigned to, and assumed by, any person with or into which the Company mergesto a person or consolidates,entity which is an affiliate or which acquires all ora successor in interest to substantially all of its assets,business operations. Upon such assignment, the rights and obligations of the Company hereunder will become the rights and obligations of such affiliate or which otherwise succeeds to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided hereinsuccessor person or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.entity.

Assignment. This Agreement,Assignment; Successors and each right,Assigns, etc. Neither Employer nor Executive may make any assignment of this Agreement or any interest and obligation hereunder, may not be assignedherein, by either party heretooperation of law or otherwise, without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, exceptparty; provided, however, that Employer may assign its rights under this Agreement without the consent of Executive in the event that Employer shall be assigned to, and assumed by, any personhereafter effect a reorganization, consolidate with or merge into which the Company mergesany other Person (as defined in section 10), or consolidates, or which acquirestransfer all or substantially all of its assets,properties or which otherwise succeedsassets to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.Person. This Agreement shall inure to the benefit of and be binding upon Employer and Executive, their respective successors, executors, administrators, heirs and permitted assigns. In the event of Executive’s death prior to the completion by Employer of all payments due him under this Agreement, Employer shall continue such payments to Executive’s beneficiary designated in writing to Employer prior to his death (or to his estate, if he fails to make such designation).

Assignment. This Agreement,The Company may assign its rights and each right, interest and obligation hereunder, may not be assigned by either party hereto without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, except thatobligations under this Agreement shall be assigned to, and assumed by,to any person withof its affiliates or into which the Company merges or consolidates, or which acquiresto any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise), and may assign or encumber this Agreement and its assets,rights hereunder as security for indebtedness of the Company and its affiliates. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which otherwise succeeds to and continuesmay be transferred only by will or operation of law. Notwithstanding the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law,foregoing, Executive shall not have any power of anticipation, assignmentbe entitled, to the extent permitted under applicable law and applicable Company Arrangements, to select and change a beneficiary or alienation of any payments requiredbeneficiaries to be madereceive compensation hereunder following Executive’s death by giving written notice thereof to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.the Company.

Assignment. This Agreement, and each right, interest and obligation hereunder, may not be assigned by either party hereto without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, except thatExcept as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be assigned to,enforceable by Executive, each member of the Company Group and assumed by,their respective successors and assigns; provided, however, that the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any personsuch further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate with or merge into which the Company mergesany other corporation, limited liability company, partnership, organization or consolidates,other entity, or which acquirestransfer all or substantially all of its assets,properties or which otherwise succeedsassets to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignmentcorporation, limited liability company, partnership, organization or other disposition thereof, whether voluntaryentity, in which event all references to theCompany” shall be deemed to mean the assignee or involuntary, any claima designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in a bankruptcy or other insolvency proceeding against Executive, or any other ruling, judgment, order, writ or decree.the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.

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