Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

The Company's Successor. The Company shallwill require any successor to all or substantially all of the business and assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and 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. Failureplace; except that no such assumption and agreement will be required if the successor is bound by operation of law to perform this Agreement. In this Agreement, the Company"Company" shall include any successor to obtain an assumption ofthe Company's business and assets that assumes and agrees to perform this Agreement at(either by agreement or prior to the effectivenessby operation of any succession shall be a material breach of this Agreement.law).

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 to assume and 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. Failure ofAs used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to obtain an assumption ofits business and/or assets as aforesaid which assumes and agrees to perform this Agreement atby operation of law, or prior to the effectiveness of any succession shall be a material breach of this Agreement.otherwise.

9.1Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure ofAs used in this Agreement, the “Company” shall mean the Company as defined above and any successor to obtain an assumptionits business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of this Agreement atlaw or prior to the effectiveness of any succession shall be a material breach of this Agreement.otherwise.

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/or assets of the Company expressly to assume expressly and 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. Failure ofAs used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to obtain an assumption ofits business and/or assets as aforesaid which assumes and agrees to perform this Agreement atby operation of law, or prior to the effectiveness of any succession shall be a material breach of this Agreement.otherwise.

The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidationconsolidation, reorganization or otherwise) to all or substantially all of the business and/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 succession had taken place. FailureThis Agreement shall be binding upon and inure to the benefit of the Company to obtain an assumptionand any such successor, and such successor shall thereafter be deemed the “Company” for the purposes of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

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/or assets of the Company expressly to assume expressly and 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. Failure ofAs used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to obtain an assumption ofits business and/or assets as aforesaid which assumes and agrees to perform this Agreement atby operation of law, or prior to the effectiveness of any succession shall be a material breach of this Agreement.otherwise.

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/or assets of the Company expressly to assume expressly and 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. Failure ofAs used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to obtain an assumption ofits business and/or assets as aforesaid which assumes and agrees to perform this Agreement atby operation of law, or prior to the effectiveness of any succession shall be a material breach of this Agreement.otherwise.

Company’s Successors. Any successor to Company. Thethe Company shall require any successor (whether direct or indirect,indirect and whether by purchase, lease, merger, consolidationconsolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets ofshall assume the Companyobligations under this Agreement and agree expressly to assume and agree to perform the obligations under this Agreement in the same manner and to the same extent thatas the Company would be required to perform it if no succession had taken place. Failuresuch obligations in the absence of a succession. For all purposes under this Agreement, the Companyterm “Company” shall include any successor to obtain anthe Company’s business and/or assets which executes and delivers the assumption agreement pursuant to this subsection # or which becomes bound by the terms of this Agreement at or prior to the effectivenessby operation of any succession shall be a material breach of this Agreement.law.

Successors. 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/or assets of the Company to expressly to assume and 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. Failure of the Company to obtain ansuch assumption of this Agreement at oragreement prior to the effectiveness of any such succession shall be a material breachentitle Executive to the benefits described in [Section 9(a)(i)] of this Agreement.Agreement, subject to the terms and conditions therein.