Example ContractsClausesAssignment by the Executive
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Executive may not assign, transfer or subcontract any of Executive’s rights or obligations under this Agreement to any party without the prior written consent of the Company. Executive’s obligations under this Agreement will be binding on Executive’s successors and permitted assigns. Any assignment, transfer or subcontracting in violation of this provision will be null and void.

Assignment by the Executive. The Executive may not assign this Agreement or any part hereof without the prior written consent of the Company; provided, however, that nothing herein shall preclude the Executive from designating one or more beneficiaries to receive any amount that may be payable following occurrence of the Executive’s legal incompetency or Death and shall not preclude the legal representative of the Executive’s estate from assigning any right hereunder to the person or persons entitled thereto under the Executive’s will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to the Executive’s estate. The term “beneficiaries,” as used in this Agreement, shall mean a beneficiary or beneficiaries so designated to receive any such amount or, if no beneficiary has been so designated, the legal representative of the Executive (in the event of the Executive’s incompetency) or the Executive’s estate.

No Assignment by the Executive. This Agreement is personal to the Executive and will not be assignable by the Executive.

Executive. The parties hereto agree that Executive is obligated under this Agreement to render personal services of a special, unique, unusual, extraordinary and intellectual character, thereby giving this Agreement special value. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s estate.

Executive Acknowledgments. The Executive acknowledges and agrees that # any and all loyalty obligations arising under Paragraph 18 were discussed with, and accepted by, the Executive prior to the commencement of the Executive’s employment as Executive Vice President and Chief Financial Officer; # the loyalty obligations arising under Paragraph 18 constitute a material inducement to the Company to enter into this Agreement and to agree to employ the Executive on the terms and conditions stated herein; # the loyalty obligations arising under Paragraph 18 are reasonable in time, territory, and scope, and in all other respects; # should any part or provision of any covenant be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement; and # if any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, definition of activities, or definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable terms shall be redefined to carry out the Executive’s and the Company’s intent in agreeing to these restrictive covenants. These restrictive covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the loyalty obligations arising under Paragraph 18.

Executive Participant. The term “Executive Participant” means a Participant who is the Chief Executive Officer of the Company or a member of the Brinker Leadership Team (being defined as any executive vice president or senior vice president of the Company) at the time an Award is granted to such Participant.

Executive Accounts. The Administration Committee shall establish a book reserve account (“Account”) for each Executive. The Account shall be credited with such amounts as the Administration Committee deems necessary to calculate the Pension Plan- and ESSOP-related benefits payable to the Executive as described in Sections 4.1(a) and 4.1(b). The unpaid balance of an Executive’s Account shall be credited with interest at the same time and at the same rate as Pension Plan participants’ account balances are so credited. As a result of the Pension Plan’s termination, effective August 31, 2017, the unpaid balance of an Executive’s Account shall be credited each year with an interest at a rate equal to the average of the interest rates used by the Pension Plan during the five-year period ending on December 31, 2016. The Executive’s Account balance, including any such interest, is hereinafter referred to as the Executive’s “Benefit.”

Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company (any such purported assignment by either shall be null and void), except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or business of the Company.

Assignment. This Management Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties which consent shall not be unreasonably withheld, conditioned or delayed. This Management Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

Assignment. Neither Party may assign this Agreement, except to an affiliate or subsidiary, without the prior written consent of the other Party.

Assignment. Neither Party will have the right or power to assign, delegate or otherwise transfer any of its rights or obligations arising under this Agreement without the prior written authorization of the other Party, and such assignment, delegation or other transfer will then be effective only upon written agreement of the assignee, delegate or transferee to assume and be bound by the terms, conditions and limitations of this Agreement to the same extent it would have been bound had such assignee, delegate or transferee been an original Party to this Agreement; provided, however, that the prior written authorization of the other Party will not be required for any Party to assign, delegate, subcontract or otherwise transfer any of its rights or obligations arising under this Agreement to a Related Party.

Assignment. Pursuant to the Asset Purchase Agreement, Assignor, hereby sells, assigns, transfers, conveys, and delivers to Assignee, all of [[Organization A:Organization]]’s right, title and interest in and to the Purchased Assets, including without limitation, the Assumed Contracts.

Assignment. This Agreement shall not be assignable by either party except by the Company to any successor in interest of the Company’s business, which assumes the obligations of the Company hereunder.

Assignment. Manager acknowledges and agrees that the services and duties required of Manager hereunder are personal, as a result of which Manager shall not assign, delegate or otherwise transfer any of its rights or duties hereunder without the prior written consent of Purchaser, which shall not be unreasonably withheld. Purchaser shall not assign, delegate or otherwise transfer any of its rights or duties hereunder without the prior written consent of Manager, which shall not be unreasonably withheld.

Assignment. This Agreement may not be assigned by any party without the prior written consent of the other parties hereto, and any attempted assignment in violation of this Section 9.5 will be null and void ab initio.

Assignment. Roth hereby assigns to Golden Royal all of the benefit that may accrue to him from ownership of the Interest, including any receipts of cash or distribution of assets, as well as any proceeds realized on the sale of the Interest, any of which shall be promptly transferred by Roth to Golden Royal upon receipt. Roth hereby agrees that he shall hold the Interest in trust for the benefit of Golden Royal, and shall not sell, transfer, pledge or otherwise permit any lien to be placed on the Interest, except as directed by Golden Royal . In the event that Golden Royal directs Roth to sell, assign or otherwise transfer the Interest, he will do so and will pay over to Golden Royal any proceeds realized by reason of said transfer.

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Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

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