Successors 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 be deemed to include any such 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 merger of the Company into or with any other corporation during the term of this Agreement, or the sale of all or substantially all of the assets of the Company to another corporation, person or entity during the term of this Agreement, such successor corporation shall assume this Agreement and become obligated to perform all of the terms and provisions hereof applicable to the Company, and Employee's obligations hereunder shall continue in favor of such successor corporation.

Successors and Assigns; Third Assignability; Third-Party Beneficiaries.Beneficiary. This Agreement shallwill be binding uponupon, enforceable by and inure solely to the benefit ofof, the parties and their respective permitted successors and assigns of the Company, and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such successor. In addition,assigns. Except as otherwise expressly provided in this Agreement, 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 delegatedassigned by any party hereto without the prior written approvalconsent of the Company. Innon- assigning parties. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended to or will confer upon any person, other than the eventparties to this Agreement and their respective heirs, successors and assigns, any right, benefit or remedy of any consolidationnature whatsoever under or mergerby reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with any other corporation during the term of this Agreement, or the sale ofwith, transferring all or substantially all of theits equity or assets to, or otherwise assigning this Agreement by operation of the Companylaw to another corporation, person or entity duringwithout the termconsent of this Agreement,Employee; provided that, in each case, such successor corporationother person or entity shall assume this Agreement and become obligated to perform all obligations of the termsCompany hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and provisions hereof applicable tosuch assumption, the Company,term the “Company” as used herein, shall mean such other person or entity and Employee's obligations hereunderthis Agreement shall continue in favor of such successor corporation.full force and effect.

Successors and Assigns; Third Assignability; Third-Party Beneficiaries.Beneficiary. This Agreement shallwill be binding uponupon, enforceable by and inure solely to the benefit ofof, the parties and his respective permitted successors and assigns of the Company, and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such successor. In addition,assigns. Except as otherwise expressly provided in this Agreement, 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 delegatedassigned by any party hereto without the prior written approvalconsent of the Company. Innon- assigning parties. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended to or will confer upon any person, other than the eventparties to this Agreement and his respective heirs, successors and assigns, any right, benefit or remedy of any consolidationnature whatsoever under or mergerby reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with any other corporation during the term of this Agreement, or the sale ofwith, transferring all or substantially all of theits equity or assets to, or otherwise assigning this Agreement by operation of the Companylaw to another corporation, person or entity duringwithout the termconsent of this Agreement,Employee; provided that, in each case, such successor corporationother person or entity shall assume this Agreement and become obligated to perform all obligations of the terms and provisions hereof applicable to the Company, and Employee's obligations hereunder shall continue in favor of such successor corporation.Company hereunder.

Successors and Assigns; Third Party Beneficiaries.assigns. This Agreement shall be binding uponupon, and inure to the benefit of theof, both parties and their respective successors and assigns ofassigns, including any corporation with which, or into which, the Company, and unless clearly inapplicable, all references hereinCompany may be merged or which may succeed to the CompanyCompany's assets or business; provided, however, that your obligations are personal and shall not be deemedassigned by you. You expressly consent to include any such successor. In addition,be bound by the provisions of this Agreement shall be binding upon and inure tofor the benefit of Employee and Employee’s heirs, executors, legal representatives and assigns; provided, however, that the obligations of Employee hereunderany ​ entity to whose employ you may not be delegatedtransferred without the prior written approval of the Company. In the event of any consolidation or merger of the Company into or with any other corporation during the term of this Agreement, or the sale of all or substantially all of the assets of the Company to another corporation, person or entity during the term of this Agreement, such successor corporation shall assumenecessity that this Agreement and become obligated to perform all ofbe re-signed at the terms and provisions hereof applicable to the Company, and Employee's obligations hereunder shall continue in favortime of such successor corporation.transfer.

Successors and Assigns; Third Party Beneficiaries. ThisSuccessors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assignsassigns, and of the Company, and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such successor. In addition, this Agreement shall be binding upon and inure to the benefit of Employee and the Employee’s heirs, executors, legal representativesadministrators, heirs 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 merger of the Company into or with any other corporation during the term of this Agreement, or the sale of all or substantially all of the assets of the Company to another corporation, person or entity during the term of this Agreement, such successor corporation shall assume this Agreement and become obligated to perform all of the terms and provisions hereof applicable to the Company, and Employee's obligations hereunder shall continue in favor of such successor corporation.successors.

Successors and Assigns; Third Party Beneficiaries.Assigns. This Agreement shall be binding uponis intended to bind and inure to the benefit of the successorsof, and assigns ofbe enforceable by, Employee and the Company, and unless clearly inapplicable, all references hereintheir respective successors, assigns, heirs, executors, and administrators. Employee acknowledges that the services to the Company shall be deemedrendered pursuant to include any such successor. In addition, this Agreement shall be binding uponare unique and inure to the benefit ofpersonal. Accordingly, 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 approvalassign any of the Company. In the eventhis rights or delegate any of any consolidationhis duties or mergerobligations under this Agreement. The Company may assign its rights, duties or obligations under this Agreement to a subsidiary or affiliated company of the Company into or with any other corporation duringpurchaser or transferee of a majority of the termCompany’s outstanding capital stock or a purchaser of this Agreement, or the sale of allall, or substantially allall, of the assets of the CompanyCompany; provided, however, that such assignee shall be adequately capitalized and able to another corporation, person or entity during the term of this Agreement, such successor corporation shall assume this Agreement and become obligated to perform all of the terms and provisions hereof applicable to the Company, and Employee'sfulfill its financial obligations hereunder shall continue in favor of such successor corporation.hereunder.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be assignable by the Company but not the Employee, and shall be binding uponupon, and shall inure to the benefit ofof, the heirs, executors, administrators, legal representatives, successors and assigns of the Company, and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such 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.parties. In the event of any consolidation or merger of the Company into or with any other corporation during the term of this Agreement, or the sale ofthat all or substantially all of the assetsbusiness of the Company to another corporation, personis sold or entity during the term of this Agreement, such successor corporation shall assumetransferred, then this Agreement and become obligated to perform allshall be binding on the transferee of the terms and provisions hereof applicablebusiness of the Company whether or not this Agreement is expressly assigned to the Company,transferee. This Agreement shall inure to the benefit of and Employee'be enforceable by the Employee’s obligations hereunder shall continue in favor of such successor corporation.personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Successors and Assigns; Third Party Beneficiaries.Assigns. This Agreement shall be binding upon and inure to the benefit of the Employee and the Employee’s heirs and personal representatives, the Company and the Partnership, and their successors, assigns and legal representatives. The Company and the Partnership will require any successors thereto (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to expressly assume and assigns ofagree to perform under this Agreement in the Company,same manner and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such 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,same extent that the obligations of Employee hereunder may notCompany and the Partnership would be delegated without the prior written approval of the Company. In the event of any consolidation or merger of the Company into or with any other corporation during the term of this Agreement, or the sale of all or substantially all of the assets of the Company to another corporation, person or entity during the term of this Agreement, such successor corporation shall assume this Agreement and become obligatedrequired to perform all of the terms and provisions hereof applicable to the Company, and Employee's obligations hereunder shall continue in favor ofif no such successor corporation.succession had taken place.

Successors and Assigns; Third Party Beneficiaries.Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company,Company and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such successor. In addition, this Agreement shall be binding upon and inureextent provided in Section 11 of the Plan to the benefit of Employeepersonal representatives, legatees 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 approvalheirs of the Company. In the event of any consolidation or merger of the Company into or with any other corporation during the term of this Agreement, or the sale of all or substantially all of the assets of the Company to another corporation, person or entity during the term of this Agreement, such successor corporation shall assume this Agreement and become obligated to perform all of the terms and provisions hereof applicable to the Company, and Employee's obligations hereunder shall continue in favor of such successor corporation.Employee.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns of the Company, and unless clearly inapplicable, all references herein to the Company shall be deemedrequire any successor or assign to include any such successor. In addition,expressly assume and agree to perform this Agreement shall be binding uponin the same manner and inure to the benefit of Employee and Employee’s heirs, executors, legal representatives and assigns; provided, however,same extent that the obligations of Employee hereunder may notCompany would be delegated without the prior written approval of the Company.required to perform it if no such succession or assignment had taken place. In the event of any consolidation or merger of the Company into or with any other corporation duringsuch event, the term of this Agreement,“the Company” as used herein shall include such successors and assigns. The term “successors and assigns” as used herein shall mean a corporation or the sale ofother entity acquiring all or substantially all of the assets and business of the Company to another corporation, person(including this Agreement) whether by operation of law or entity during the term of this Agreement, such successor corporation shall assume this Agreement and become obligated to perform all of the terms and provisions hereof applicable to the Company, and Employee's obligations hereunder shall continue in favor of such successor corporation.otherwise.