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The Company will require any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) all or substantially all of the assets or businesses of the Company # to assume unconditionally and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent as would have been required of the Company had no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory to the Executive. In the event of any such assignment or succession, the term “Company” as used in this Agreement will refer also to such successor or assign.

Assignment; Assumption by Successor. The rights of the Company will requireunder this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any successor toperson, firm, corporation or assignee of (whether direct or indirect,other business entity which at any time, whether by purchase, merger, consolidationmerger or otherwise)otherwise, directly or indirectly, acquires all or substantially all of the assets or businessesbusiness 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 unconditionally and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent as would have been required ofthat the Company would be required to perform it if no such succession had taken place; provided, however, that no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory toshall relieve the Executive. In the eventCompany of any such assignment or succession, the term “Company” asits obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement will refer also to such successorby operation of law or assign.otherwise.

The Company will require any successor to or assignee ofassign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets business and/or businessesassets of the Company #Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume unconditionally and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement, “Company” shall mean the Company as would have been requiredhereinbefore defined and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by any corporation a majority of the Company had no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory tovoting securities of which is then owned by the Executive. In the event of any such assignment or succession, the termCompany,Company” as used in this Agreement will refer alsoSections 3 and 4 hereof shall in addition include such corporation. In such event, the Company agrees that it shall pay or shall cause such corporation to such successor or assign.pay any amounts owed to the Executive pursuant to Sections 4 and 11 hereof.

The Company will require any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets business and/or businessesassets of the Company # to assume unconditionallyexpressly and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent as would have been required ofthat the Company would be required to perform it if no such succession had no assignment or succession occurred, such assumption to be set forthtaken place. As used in a writing reasonably satisfactory to the Executive. In the event of any such assignment or succession,this Agreement, the term “Companyshall mean the Company as used inhereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement will refer also to such successorby operation of law, or assign.otherwise.

The Company will require any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets business and/or businessesassets of the Company # to assume unconditionallyexpressly and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent as would have been required ofthat the Company would be required to perform it if no such succession had no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory to the Executive. In the event of any such assignment or succession, the term “Company” astaken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement will refer also to such successorby operation of law, or assign.otherwise.

The Company willshall require any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidationconsolidation, reorganization or otherwise) to all or substantially all of the assets business and/or businessesassets of the Company #expressly to assume unconditionally and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent asthe Company would have beenbe required to perform if no succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company had no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory to the Executive. In the event ofand any such assignment or succession, the term “Company” as used in this Agreement will refer also tosuccessor, and such successor or assign.shall thereafter be deemed the “Company” for the purposes of this Agreement.

The Company will require any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets business and/or businessesassets of the Company # to assume unconditionallyexpressly and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent as would have been required ofthat the Company would be required to perform it if no such succession had no assignment or succession occurred, such assumption to be set forth in a writing reasonably satisfactory to the Executive. In the event of any such assignment or succession, the term “Company” astaken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement will refer also to such successorby operation of law, or assign.otherwise.

Successors. The Company will require any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets business and/or businessesassets of the Company # to expressly assume unconditionally and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent asthat the Company would have beenbe required to perform it if no such succession had taken place. Failure of the Company had no assignment or succession occurred,to obtain such assumption to be set forth in a writing reasonably satisfactoryagreement prior to the Executive. In the eventeffectiveness of any such assignment or succession,succession shall entitle Executive to the term “Company” as usedbenefits described in Section 9(a)(i) of this Agreement will refer alsoAgreement, subject to such successor or assign.the terms and conditions therein.

The Company's Successor. The Company will require any successor to all or assigneesubstantially all of the business and assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) all or substantially all of the assets or businesses of the Company # to expressly assume unconditionally and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent as would have been required ofthat the Company would be required to perform it if no such succession had taken place; except that no assignment or succession occurred, such assumption and agreement will be required if the successor is bound by operation of law to be set forth in a writing reasonably satisfactoryperform this Agreement. In this Agreement, the "Company" shall include any successor to the Executive. In the event of any such assignment or succession, the term “Company” as used inCompany's business and assets that assumes and agrees to perform this Agreement will refer also to such successor(either by agreement or assign.by operation of law).

Successor to Company. The Company willshall require any successor to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assetsbusiness or businessesassets of the Company #expressly to assume unconditionally and expressly this Agreement and # to agree to perform all of the obligations under this Agreement in the same manner and to the same extent asthat the Company would have beenbe required to perform it if no succession had taken place. Failure of the Company had no assignmentto obtain an assumption of this Agreement at or succession occurred, such assumption to be set forth in a writing reasonably satisfactoryprior to the Executive. In the eventeffectiveness of any such assignment or succession, the term “Company” as used insuccession shall be a material breach of this Agreement will refer also to such successor or assign.Agreement.

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