Successors. The Company shall 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 Company, to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.

Successors. The Company shall 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 Company, to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.

Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no such succession had taken place unless,place. As used in the opinion of legal counsel mutually acceptable tothis Agreement, “Company” shall mean the Company as hereinbefore defined and the Employee, such obligations have been assumed by theany successor to its business and/or assets as a matter of law. The Employee's rights underaforesaid which assumes and agrees to perform this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representativeby operation of law, or other successors in interest, but shall not otherwise be assignable or transferable.otherwise.

Successors.The Company's Successor. The Company shallwill require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/orand assets of the Company,Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no such succession had taken place unless, inplace; except that no such assumption and agreement will be required if the opinionsuccessor is bound by operation of legal counsel mutually acceptablelaw to perform this Agreement. In this Agreement, the "Company" shall include any successor to the CompanyCompany's business and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee's rights underassets that assumes and agrees to perform this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative(either by agreement or other successors in interest, but shall not otherwise be assignable or transferable.by operation of law).

Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Company,Company expressly to expressly assume and to agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee's rights under thisplace. This Agreement shall be binding upon and inure to the benefit of,of the Company and any such successor, and such successor shall thereafter be enforceable by,deemed the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.“Company” for the purposes of this Agreement.

Successors. The Company shallwill require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company to assume expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no such succession had taken place unless,place. As used in the opinion of legal counsel mutually acceptable tothis Agreement, "Company" shall mean the Company as hereinbefore defined and the Employee, such obligations have been assumed by theany successor to its business and/or assets as a matter of law. The Employee's rights underaforesaid which assumes and agrees to perform this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representativeby operation of law, or other successors in interest, but shall not otherwise be assignable or transferable.otherwise.

Successors. The CompanySection # Assumption by Successor. This Agreement shall requirebe binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any successor (whether direct or indirect,indirect successor by purchase, merger, consolidation,consolidation or otherwise)otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement to expressly to assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.place.

Successors. The Company shallwill require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no such succession had taken place unless, inplace. Failure of the opinion of legal counsel mutually acceptableCompany to obtain such assumption agreement prior to the Company and the Employee,effectiveness of any such obligations have been assumed by the successor as a matter of law. The Employee's rights under this Agreementsuccession shall inureentitle Executive to the benefit of,benefits described in Section 9(a)(i) of this Agreement, subject to the terms and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.conditions therein.

Successors. The Company shallwill require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company to assume expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no such succession had taken place unless,place. As used in the opinion of legal counsel mutually acceptable tothis Agreement, “Company” shall mean the Company as hereinbefore defined and the Employee, such obligations have been assumed by theany successor to its business and/or assets as a matter of law. The Employee's rights underaforesaid which assumes and agrees to perform this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representativeby operation of law, or other successors in interest, but shall not otherwise be assignable or transferable.otherwise.

Successors.9.1Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company expressly to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no such succession had taken place unless,place. As used in this Agreement, the opinion of legal counsel mutually acceptable to“Company” shall mean the Company as defined above and the Employee, such obligations have been assumedany successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by the successor as a matteroperation of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representativelaw or other successors in interest, but shall not otherwise be assignable or transferable.otherwise.

Successors. The Company shallwill require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company to assume expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no such succession had taken place unless,place. As used in this Agreement, the opinion of legal counsel mutually acceptable toterm “Company” shall mean the Company as hereinbefore defined and the Employee, such obligations have been assumed by theany successor to its business and/or assets as a matter of law. The Employee's rights underaforesaid which assumes and agrees to perform this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representativeby operation of law, or other successors in interest, but shall not otherwise be assignable or transferable.otherwise.

Successors.Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company expressly to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no succession had taken place unless, inplace. Failure of the opinionCompany to obtain an assumption of legal counsel mutually acceptablethis Agreement at or prior to the Company and the Employee, such obligations have been assumed by the successor as a mattereffectiveness of law. The Employee's rights under this Agreement shall inure to the benefit of, andany succession shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.a material breach of this Agreement.

Successors. The Company shallEmployer will require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Employer to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the CompanyEmployer would be required to perform them if no such succession had taken place unless, inplace. Each such successor shall execute a written agreement evidencing its assumption of the opinion of legal counsel mutually acceptable to the Company and the Employee, suchEmployer's obligations have been assumed by the successor as a matter of law. The Employee's rights under this Agreement shall inureprior to the benefit of, and shall be enforceable by, the Employee's legal representativeeffective date of any such purchase, merger, consolidation or other successors in interest, but shall not otherwise be assignable or transferable.transaction.

Successors.Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company expressly to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform themit if no succession had taken place unless, inplace. Failure of the opinionCompany to obtain an assumption of legal counsel mutually acceptablethis Agreement at or prior to the Company and the Employee, such obligations have been assumed by the successor as a mattereffectiveness of law. The Employee's rights under this Agreement shall inure to the benefit of, andany succession shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.a material breach of this Agreement.

Successors. The Company shallEmployer will require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Employer to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the CompanyEmployer would be required to perform them if no such succession had taken place unless, inplace. Each such successor shall execute a written agreement evidencing its assumption of the opinion of legal counsel mutually acceptable to the Company and the Employee, suchEmployer's obligations have been assumed by the successor as a matter of law. The Employee's rights under this Agreement shall inureprior to the benefit of, and shall be enforceable by, the Employee's legal representativeeffective date of any such purchase, merger, consolidation or other successors in interest, but shall not otherwise be assignable or transferable.transaction.

Company’s Successors. TheAny successor to the Company shall require any successor (whether direct or indirect,indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets ofshall assume the Company, to expressly assumeobligations under this Agreement and agree expressly to perform itsthe obligations under this Agreement in the same manner and to the same extent thatas the Company would be required to perform them if no succession had taken place unless,such obligations in the opinionabsence of legal counsel mutually acceptablea succession. For all purposes under this Agreement, the term “Company” shall include any successor to the CompanyCompany’s business and/or assets which executes and delivers the Employee, such obligations have been assumedassumption agreement pursuant to this subsection # or which becomes bound by the successor as a matterterms of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.by operation of law.

The Company’s Successors. TheAny successor to the Company shall require any successor (whether direct or indirect,indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets ofwill assume the Company, to expressly assumeobligations under this Agreement and agree expressly to perform itsthe obligations under this Agreement in the same manner and to the same extent thatas the Company would be required to perform them if no succession had taken place unless,such obligations in the opinionabsence of legal counsel mutually acceptablea succession. For all purposes under this Agreement, the term “Company” will include any successor to the CompanyCompany’s business and/or assets which executes and delivers the Employee, such obligations have been assumedassumption agreement described in this Section 7(a) or which becomes bound by the successor as a matterterms of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.by operation of law.

Company’s Successors. TheAny successor to the Company shall require any successor (whether direct or indirect,indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets ofshall assume the Company, to expressly assumeCompany’s obligations under this Agreement and agree expressly to perform itsthe Company’s obligations under this Agreement in the same manner and to the same extent thatas the Company would be required to perform them if no succession had taken place unless,such obligations in the opinionabsence of legal counsel mutually acceptablea succession. For all purposes under this Agreement, the term “Company” shall include any successor to the CompanyCompany’s business and/or assets which executes and delivers the Employee, such obligations have been assumedassumption agreement described in this subsection # or which becomes bound by the successor as a matterterms of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.by operation of law.

Successors. TheSuccessors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company, and unless clearly inapplicable, all references herein to the Company shall requirebe deemed to include any successor (whether directsuch successor. In addition, this Agreement shall be binding upon and inure to the benefit of Employee and Employee’s heirs, executors, legal representatives and assigns; provided, however, that the obligations of Employee hereunder may not be delegated without the prior written approval of the Company. In the event of any consolidation or indirect, by purchase, merger, consolidation,merger of the Company into or otherwise) towith any other corporation during the term of this Agreement, or the sale of all or substantially all of the business and/or assets of the Company,Company to expresslyanother corporation, person or entity during the term of this Agreement, such successor corporation shall assume this Agreement and agreebecome obligated to perform its obligations under this Agreement inall of the same mannerterms and provisions hereof applicable to the same extent that the Company would be required to perform them if no succession had taken place unless,Company, and Employee's obligations hereunder shall continue in the opinionfavor of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee's rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.corporation.

Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company shall requiremay assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company or any affiliate to which you are rendering services to expressly assume and agree in writing to perform its obligations under this Agreement inAgreement. Notwithstanding the same manner and to the same extent that the Company would be required to perform them if no succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee's rights underforegoing, you may not assign this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.Agreement.

Assignments and Successors. TheThis Agreement may not be assigned by Employee. In addition to any obligations imposed by law upon any successor [[Organization A:Organization]], the Company shallwill require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the stock, business and/or assets of the Company,Company to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the[[Organization A:Organization]] same extent that the Company would be required to perform themit if no such succession had taken place unless, in the opinionplace. Failure of legal counsel mutually acceptable to the Company to obtain such assumption by a successor shall be a material breach of this Agreement. Employee agrees and consents to any such assumption by a successor of the Employee, such obligations have been assumedCompany, as well as any assignment of this Agreement by the Company for that purpose. As used in this Agreement, the "Company" as herein before defined as well as any such successor as a matterthat expressly assumes this Agreement or otherwise becomes bound by all of its terms and provisions by operation of law. The Employee's rights under thisThis Agreement shall be binding upon and inure to[[Organization A:Organization]] benefit of the benefit of,parties and shall be enforceable by, the Employee's legal representativetheir permitted successors or other successors in interest, but shall not otherwise be assignable or transferable.assigns.

Successors. The Company shallwill require any successor (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise) to all or substantially all of the business and/or assets of the Company,Company to assume expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company and the Affiliated Entities would be required to perform themit if no such succession had taken place unless, in the opinion of legal counsel mutually acceptable toplace. “Company” means the Company as hereinbefore defined and the Employee, such obligations have been assumed by theany successor to its businesses and/or assets as a matter of law. The Employee's rights underaforesaid that assumes and agrees to perform this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representativeby operation of law or other successors in interest, but shall not otherwise be assignable or transferable.otherwise.

Successors. The CompanySuccessor to the Company. This Agreement shall requirebind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation,consolidation or otherwise), in the same manner and to allthe same extent that the Company would be obligated under this Agreement if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or substantially allby operation of law be bound by this Agreement, the business and/or assets of the Company,Company shall require such successor expressly and unconditionally to expressly assume and agree to perform itsthe Company’s obligations under this AgreementAgreement, in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place unless,place. The term “Company,” as used in this Agreement, shall mean the opinion of legal counsel mutually acceptableCompany as hereinbefore defined and any successor or assignee to the Company and the Employee, such obligations have been assumedbusiness or assets which by the successor as a matter of law. The Employee's rights underreason hereof becomes bound by this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee's legal representative or other successors in interest, but shall not otherwise be assignable or transferable.Agreement.