Successors and assigns

Successors and assigns clause samples

7. Successors and Assigns. Subject to the restrictions on transfer described in Sections 9 and 10 below, the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

04/10/2020 (CLOUDASTRUCTURE, INC.)

6.8Assignment; Binding Effect. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof nor any of the documents executed in connection herewith may be assigned by any Party without the prior written consent of the other Parties. Except as provided in the previous sentence, this Agreement and all of the rights and obligations hereunder shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns . Any attempted assignment in violation of this Agreement shall be null and void.

05/11/2016 (GrowGeneration Corp.)

7.Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

03/01/2018 (Affinion Group Holdings, Inc.)

(ii)This Agreement shall inure to the benefit of and be binding upon the Companies and their respective successors and assigns . The Companies will 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 Companies to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Companies would be required to perform it if no such succession had taken place. As used in this Agreement, “Companies” shall mean the Companies as hereinbefore defined and any successor to their business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. Successors and Assigns.This Amendment shall be binding upon Guarantor and its successors and assigns , and shall be binding upon and inure to the benefit of Lender and its successors and assigns , including any subsequent holder of all or any portion of the Note.

03/01/2017 (Seritage Growth Properties)

SECTION3.01. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns . Neither party hereto may assign or otherwise transfer any of its rights under this Amendment, by operation of law or otherwise, without the prior written consent of the other party. Any assignment without such prior written consent shall be void.

06/11/2018 (BLACKROCK MUNIYIELD NEW JERSEY FUND, INC.)

SECTION2.01. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns . The assignment or otherwise transfer of any party’s rights under this Amendment shall be governed by Section7.05 of the VRDP Shares Purchase Agreement.

SECTION6.01. Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of each of the Fund and the Tender and Paying Agent. The assignment or otherwise transfer of any party’s rights under this Amendment shall be governed by Section7.06 of the Tender and Paying Agent Agreement.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns . Neither the Company not Puxin shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties.

05/15/2019 (APEX RESOURCES INC/NV)

The Fund’s investment advisor has contractually agreed to reimburse Fund expenses through March1, 2022 to the extent necessary so that Total Annual Fund Operating Expenses (excluding taxes, interest, short interest, short dividend expenses, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, if any) of ClassA, ClassC, and ClassI are limited to 1.15%, 1.90%, and 0.90% of average net assets, respectively. Calamos Advisors may recapture previously waived expense amounts within the same fiscal year for any day where the respective Fund’s expense ratio falls below the contractual expense limit up to the expense limit for that day. This undertaking is binding on CALAMOS ADVISORS and any of its successors and assigns . This agreement is not terminable by either party.

06/29/2018 (CALAMOS INVESTMENT TRUST/IL)

Section 12.17Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of Borrowers and Agent and each Lender and their respective successors and permitted assigns.

08/15/2016 (Goodman Networks Inc)

1.10 SUCCESSORS AND ASSIGNS . For purposes of this Agreement, "Successors and Assigns" shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

08/29/2017 (Advanced Environmental Petroleum Producers Inc.)

5.3 Binding Provisions; Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and, except as provided herein, their respective successors and assigns . This Agreement may not be assigned by any Party without the prior consent of the other Party. Any attempt to assign this Agreement in a manner prohibited by this Section 5.3 will be void.

08/21/2017 (APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN)

Section 10.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

10.5. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon the successors, assigns, heirs, executors, and administrators of the parties; provided, however, that (a)the Company shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of each Investor, and (b)each Investor shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Company, provided further, however, that each Investor shall be entitled to assign this Agreement or any of its rights herein to any of its Affiliates without the prior written consent of the Company.

06/21/2018 (ZTO Express)

6.5. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, that (a)neither any Group Company nor any Founding Shareholder shall assign this Agreement or any of its or his rights herein to any Person without the prior written consent of Alibaba, and (b)any Investor shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Company and the Founder, provided further, however, that each party hereto shall be entitled to, without the consent of any Person, assign this Agreement or any of its or his rights herein to any of its or his Affiliates and any Person to whom such party transfers the Company Securities in accordance with the terms of this Agreement.

7.6. Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, that (a)the Company shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Investors, and (b)each Investor shall not assign this Agreement or any of its rights herein to any Person without the prior written consent of the Company, provided further, however, that each Investor shall be entitled to, without the consent of any Person, assign this Agreement or any of its rights herein to any of its Affiliates and any Person to whom such Investor transfers the Company Securities in accordance with the terms of the Transaction Documents.

(b) Borrower understands that the Note Holder may transfer this Note. This Note shall be binding on Borrower and Borrower’s successors and assigns and shall inure to the benefit of Note Holder and its successors and assigns . Note Holder may assign, without the consent of Borrower, all or a portion of Note Holder’s rights under this Note and the other documents, instruments and agreements entered into in connection with the transactions contemplated hereby. Prior written notice of such assignment shall be given by Note Holder to Borrower. The Note Holder or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is hereafter called the “Note Holder.” Borrower may not assign, transfer or delegate any of Borrower’s obligations or agreements hereunder. No amendment, modification or waiver of any provision of this Note shall be effective unless it is in writing and signed by the Note Holder and Borrower.

11/08/2019 (GlassBridge Enterprises, Inc.)

9.14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other Parties, provided that Parent and Merger Sub may assign any of their rights hereunder to a Subsidiary of Parent without the prior written consent of the Company, but any such assignment shall not relieve Parent or Merger Sub of any of its obligations hereunder. Any purported assignment in violation of this Agreement is void.

12/20/2016 (Destination Maternity Corp)

22. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns . No party may assign its rights or obligations under the Agreement except in the context of a Transfer that is not prohibited by the terms of this Agreement.

12.9 Successors and Assigns. The Plan is binding upon and will inure to the benefit of the Debtors, the Post-Effective Date Debtors, and each of their respective Agents, successors, and assigns, including, without limitation, any bankruptcy trustees or estate representatives.

05/07/2018 (MESA AIR GROUP INC)

3.2Successors and Assigns. Except as otherwise specifically set forth in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement.

(l)Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors and assigns ; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Common Stock or any Warrants to a Transferee specifying the full name and address of such Transferee, the Company may deem and treat the person listed as the holder of such Common Stock and/or Warrants in its records as the absolute owner and holder of such Common Stock and/or Warrants for all purposes.

Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns . Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written consent of Lender.

Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns . If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness.

(g) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns.

10/02/2020 (Pivotal Investment Corp II)

(e) Successors and Assigns. The rights to cause the Company to register Registrable Securities under this Agreement may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities; provided, that any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder and that each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement. This Agreement shall bind and inure to the benefit and be enforceable by the Company and its successors and assigns and the Holders and their respective successors and assigns (whether so expressed or not). In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit Holders are also for the benefit of, and enforceable by, any subsequent or successor Holder.

To induce Lender to execute the foregoing Amendment, Guarantor (a)agrees and consents to the execution and delivery of the Amendment and the terms thereof; (b)ratifies and confirms that all guaranties and assurances granted, conveyed or otherwise provided to Lender under the Loan Documents, including, but not limited to that certain GUARANTY AGREEMENT dated as of DECEMBER 14, 2011 (as the same may have been amended, modified or restated from time to time, the “Guaranty”), are not released, diminished, impaired, reduced, or otherwise adversely affected by the Amendment; (c)confirms and agrees that the Guaranty continues to guarantee and assure the payment and performance of the Indebtedness in accordance with its terms; (d)agrees to perform such acts and duly authorize, execute, acknowledge and deliver such additional guarantees, assurances and other documents, instruments and agreements as Lender may reasonably deem necessary or appropriate in order to create, perfect, preserve and protect those guaranties and assurances; and (e)waives notice of acceptance of this consent and confirmation, which consent and confirmation binds Guarantor and Guarantor’s successors and assigns and inures to Lender and its successors and assigns . The terms, conditions and provisions of the Guaranty (as the same may have been amended, modified or restated from time to time) are incorporated herein by reference, as if stated verbatim herein.

12/11/2018 (Legacy Housing Corp)

15. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors in interest and assigns.

03/11/2019 (Dermavant Sciences Ltd)

7. Successors and Assigns. This Assignment and Assumption Agreement shall bind and inure to the benefit of the respective successors and assigns of DSG and RSG.

6. Binding Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective successors and assigns . If any inconsistency exists or arises between the terms of this letter and the terms of the Lease, the terms of this letter shall prevail. This letter shall be governed by the laws of the state in which the Premises are located.

d. Successors and Assigns. Director may not assign this Release Agreement or any of his rights and duties hereunder. Company may assign this Release Agreement to an entity controlled by or under common control with Company or to an entity that acquires all or substantially all of the stock or assets of Company. The provisions of this Release Agreement shall be binding on and shall inure to the benefit of Director, Company and their respective assigns, including any successor in interest to Company who acquires all or substantially all of Company’s stock or assets.

07/26/2019 (Crypto Co)

10. Public Announcements: Except with respect to LBCC to satisfy its disclosure requirements under the Securities Exchange Act of 1934, as amended, unless otherwise required by law (based upon the reasonable advice of counsel), no Party shall make any public announcements in respect of this Agreement or the C&E Agreement or the transactions contemplated thereby or otherwise communicate with any news media without the prior written consent of the other parties, and the parties shall cooperate as to the timing and contents of any such announcement. 11. Entire Agreement: This Agreement contains the entire understanding of the Parties with respect to the matters covered herein and therein and, except as specifically set forth herein, neither the SBL nor LBCC makes any representation, warranty, covenant or undertaking with respect to such matters. 12. Survival of Agreement, Representations and Warranties: All representations and warranties contained herein shall survive the execution and delivery of this Agreement. 13. Successors and Assigns: This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns . 14. Governing Law; Venue: This Agreement and the obligations, rights, remedies of the Parties hereto are to be constructed in accordance with and governed by the laws of the State of Delaware, with any action/dispute concerning this Agreement to be commenced exclusively in the state and federal courts sitting in the State of Delaware. 15. Miscellaneous: This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understanding relating to the subject matter hereof. This Agreement may be executed in two counterparts but all such counterparts shall together constitute but one and the same instrument.

04/25/2019 (Long Blockchain Corp.)

3. Binding Effect. The execution and delivery of this Agreement by the Lender and Borrower shall be binding upon each party hereto and their respective successors and assigns . This Agreement is final and irrevocable.

08/21/2017 (Helpful Alliance Co)

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree and acknowledge that the Warrant shall be cancelled immediately upon execution of this Addendum 1 to the Settlement (“Addendum 1”) and that all rights and entitlements of the Lender for the Shares under the Warrant shall be irrevocably nulled and void. The execution and delivery of this Agreement by the Lender and Borrower shall be binding upon each party hereto and their respective successors and assigns . This Addendum 1 is final. The Lender acknowledges that it had an ample opportunity to review this Addendum 1, to obtain independent legal counsel to review this Addendum 1, and an election by the Lender not to obtain such legal counsel shall release the Borrower from any prerequisite to require such counsel. This Amendment shall be treated as part of the Settlement, and hence governed by, and construed under the laws of the State of Florida with further choice of courts located in Broward County, Florida.

11.7 Successors and Assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned in whole or in part by either Party, by operation of law, or otherwise, without the prior written consent of the other Party; provided, however, that (a)without the prior written consent of Dermavant, NovaQuest may assign or transfer this Agreement in whole or in part to any Affiliate of NovaQuest and NovaQuest may assign, sell, pledge, contribute, or otherwise transfer its right to payment pursuant to Article IV (Dermavant’s Payments) hereof to any Person other than a competitor of Dermavant; and (b)without the prior written consent of NovaQuest, Dermavant may assign this Agreement to Dermavant Sciences Limited or any Controlled Affiliate, provided that NovaQuest is not adversely affected by such assignment and provided further that unless Dermavant remains directly liable for all obligations hereunder, Dermavant and NovaQuest shall first enter into a guarantee agreement [***] pursuant to which Dermavant will guarantee the payment obligations of Dermavant Sciences Limited or the Controlled Affiliate, as the case may be. This Agreement shall be binding upon, and subject to the terms of the foregoing sentence, inure to the benefit of the Parties hereto, their permitted successors, legal representatives, and assigns. Any assignment or attempted assignment not in accordance with this Section11.7 (Successors and Assigns) shall be null and void. For clarity, NovaQuest’s prior written consent is not required in connection with an Initial Public Offering. In no event shall any assignee of NovaQuest hereunder be entitled to any greater benefit of any payment of additional amount under Section4.4 or any recalculation of interest under Section4.6 than what NovaQuest would have been entitled to, except to the extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the date of such assignment.

05/24/2019 (Dermavant Sciences Ltd)

15.3 Successors and Assigns. This Agreement may not be assigned or otherwise conveyed by any Party without the prior written consent of the other Parties; provided however that such prior written consent will not be required for an assignment to an Affiliate of a Party. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors, successors in title and assigns to the extent that such assignment is permitted under this paragraph.

Section29.11 shall inure to the benefit of Landlord’s and the Landlord Parties’ present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns . Under no circumstances shall any present or future partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance of Landlord’s obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for injury or damage to, or interference with, Tenant’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring.

Section 14.2 Successors and Assigns. This Deed of Trust shall be binding upon, and shall inure to the benefit of, Borrower and Lender and their respective successors and permitted assigns, as set forth in the Loan Agreement. Lender shall have the right, without the consent of Borrower, to assign or transfer its rights under this Deed of Trust in connection with any assignment of the Loan and the Loan Documents. Any assignee or transferee of Lendershall be entitled to all the benefits afforded to Lender under this Deed of Trust. Borrower shall not have the right to assign or transfer its rights or obligations under this Deed of Trust without the prior written consent of Lender, as provided in the Loan Agreement, and any attempted assignment without such consent shall be null and void.

03/25/2020 (Lodging Fund REIT III, Inc.)

Section 14.2 Successors and Assigns. This Deed of Trust shall be binding upon, andshallinuretothebenefitof,BorrowerandLenderandtheirrespectivesuccessorsandpermitted assigns, as set forth in the Loan Agreement. Lender shall have the right, without the consent of Borrower, to assign or transfer its rights under this Deed of Trust in connection with any assignment of the Loan and the Loan Documents. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Deed of Trust. Borrower shall not have the right to assign or transfer its rights or obligations under this Deed of Trust without the prior written consent of Lender, as provided in the Loan Agreement, and any attempted assignment without such consent shall be null andvoid.

7.04Successors and Assigns. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, legal representatives, successors and assigns , and with respect to Owner, the phrase “ successors and assigns ” shall include purchasers of Owner’s interest in the Business.

7. Successors and Assigns. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, administrators andassigns.

9.Successors and Assigns. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, administrators and assigns.

Section 17.1. Indemnification by Owner.Except for liabilities incurred by Manager due to the gross negligence, willful misconduct or fraud of Manager, its employees or other agents, Owner hereby indemnifies, defends and holds harmless Manager and its Affiliates and each of their respective officers, directors, shareholders, employees, representatives and agents (collectively, the "Manager Indemnitees"), from and against any and all losses, costs, damages, liabilities, claims, actions and expenses whatsoever (including, without limitation, reasonable attorneys' fees and court expenses), incurred by any of the Manager Indemnitees arising out of, as a result of, or in connection with operation of the Hotel, including, without limitation, (i)the performance by Manager or its Affiliates of its services hereunder, including, without limitation, any and all obligations incurred relating to any agreements with third parties entered into by Manager or Owner in connection with the management or operation of the Hotel, (ii)any act or omission (whether or not willful, tortious, or negligent) of Owner or any third party (except those for which Manager expressly indemnifies Owner hereunder), or (iii)any other occurrence related to the Hotel or Manager's duties under this Agreement (except those for which Manager expressly indemnifies Owner hereunder).TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE OBLIGATIONS OF OWNER IN THE PRECEDING SENTENCE SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE OF ANY OF THE MANAGER INDEMNITEES, WHETHER SUCH NEGLIGENCE IS SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE.Owner may apply the proceeds of any available insurance to the payment of any claim under the indemnity set forth in this ‎Section 17.1.The provisions of this ‎Section 17.1 shall survive the expiration or termination of this Agreement and shall be binding upon Owner's successors and assigns .The Manager Indemnitees shall not invoke this indemnity for anything to the extent covered by insurance.

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i)is an Affiliate of a Holder; (ii)is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii)after such transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x)the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y)such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1)that is an Affiliate or stockholder of a Holder; (2)who is a Holder’s Immediate Family Member; or (3)that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

02/01/2021 (Northern Star Acquisition Corp.)

4. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

13.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by a Borrower without Bank’s prior written consent, which consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without the consent of or notice to a Borrower to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits hereunder; provided however that, Bank shall not effectuate any of the foregoing if such action would result in Western Alliance Bank (or its Affiliates) no longer acting as “Bank” hereunder without the prior written consent of Borrowers (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, no consent of Borrowers shall be required for any of the foregoing actions if such action occurs following an Event of Default, or is in connection with the sale or disposition of Bank or all or a portion of Bank’s loan portfolio, or any merger, acquisition or corporate reorganization affecting Bank.

e. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns , including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by him or her. The Employee over expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ the Employee may be transferred without the necessity that this Agreement be re-signed at the time of such transfer. Notwithstanding the foregoing, if the Company is merged with or into a third party which is engaged in multiple lines of business, or if a third party engaged in multiple lines of business succeeds to the Company’s assets or business, then for purposes of Section3(a), the term “Company’s Business” shall mean and refer to the business of the Company as it existed immediately prior to such event and as it subsequently develops and not to the third party’s other businesses.

e. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns , including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business, provided, however, that the obligations of the Puppy Lover are personal and shall not be assigned by him or her. The Puppy Lover expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whose employ the Puppy Lover may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

Successors and Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Payee and his successors and assigns . The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.

09/06/2016 (PostAds, Inc.)

10.Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Note, except as expressly provided in this Note.

03/29/2018 (SUMMER ENERGY HOLDINGS INC)

19.Binding Effect. The Note will be binding upon, and inure to the benefit of Lender, and their successors and assigns . Borrower may not delegate its obligations under the Note.

SECTION 13. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns . No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders and any assignment in contravention of the foregoing shall be absolutely void.

08/11/2020 (FaceBank Group, Inc.)

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General Contract Clauses: Successors and Assigns

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Assignment and Successors Contract Clauses (381)

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General Contract Clauses: Successors and Assigns

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What does the phrase ‘successors in title’ mean in a lease?

The meaning of the term ‘successors in title’ will depend upon the context of the use of the term and also the drafting of the relevant lease.

A standard lease will commonly contain the wording: ‘the expression “the Tenant” includes the successors in title of the Tenant’—see Precedent: Lease of whole building.

The Chancery Division case of Snape v Snape concerned an option to purchase neighbouring land that was expressed to benefit ‘successors in title’. The sub-tenant under a 99-year lease argued that they were a ‘successor in title’ and accordingly were entitled to enforce the option to purchase. However, it was held that the meaning of the phrase in that case was in reference

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Related legal acts:

  • Communications Act 2003 (2003 c 21)
  • Landlord and Tenant (Covenants) Act 1995 (1995 c 30)
  • Law of Property Act 1925 (1925 c 20)

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General Contract Clauses: Successors and Assigns (CA) | Practical Law

successors in title and assigns meaning

General Contract Clauses: Successors and Assigns (CA)

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“Successors and Assigns” Clause – Probably Valuable, If Correctly Written

  • Post author: Alan L Sklover
  • Post published: 07/15/08

“Carelessness is worse than theft.”

– Gaelic Proverb

ACTUAL CASE HISTORY: Shortly after college, at age 23, Simon was hired by a family-owned real estate development firm as a Project Manager. At first he was given rather simple tasks, like making sure that “punch list” items – those last, small items on every job, such as replacing cracked windows and burned-out light bulbs – were attended to. With his attention to detail and rare perseverance, Simon’s reputation as a good employee blossomed. By age 29, he was supervising construction crews and overseeing condo sales teams. And as his responsibilities grew, so did his compensation. By age 31, Simon’s annual salary and bonus exceeded $200,000.

To keep Simon motivated, each year he was awarded bonuses of $100,000, to be paid to him $25,000 per year, for four years, in the last week of December. To discourage Simon from going into business for himself, the company’s owners promised him he would be an owner of at least 20% if he stayed another five years. A written employment contract was prepared for Simon to sign. It was to last 5 years. After his cousin Barbara, an immigration attorney, reviewed and approved the contract, Simon signed it.

Two years later the family that owned the company was offered $25 million for it by a publicly-traded REIT (shorthand for real estate investment trust.) The REIT was going to do an “asset purchase,” which means that Simon’s company would be selling its assets, not the stock of the company, itself, a common way to buy a business. The family members were elated. Simon was concerned; he wanted to know what this meant for him. After all, he wasn’t really “family.” He was assured that this would be a great thing for him, too. He even met with his new bosses, and they seemed to be true professionals.

After the sale of the business’s assets, Simon was given greater responsibilities, and oversight, as the old crew became a new division of the REIT. He was confident that things would go quite well. When Christmas time came around, Simon was waiting for word regarding when he would receive the “first” $25,000 installment he was owed for last year’s bonus, and the “second” $25,000 installment he was due from the bonus of the year before. When he was told “There must be some mistake, because we don’t give bonuses,” his heart sank. Then Simon inquired about the 20% of the company that he was to receive in two years. When he was told “You must be confused,” his heart skipped a few beats. He was crestfallen.

After “the lawyers did their thing,” Simon learned that those two big promises in his employment contract – for his $100,000 bonuses, and for his 20% business ownership – were promises of the “old” company, not the “new” company he now worked for. If he was to collect on those promises, he had to collect from the old company. Problem was, there was no more “old” company to collect from. The company, itself, had no more assets; all had been sold. The monies derived from the sale of the company’s assets were divided up among the 23 family members, who lived in states from Maine to California. While each family member he spoke with was sympathetic, none was willing to pay him from their own pockets. Instead, each suggested “Speak to your lawyer.”

While his lawyer, Cousin Barbara, couldn’t seem to explain what had happened, she sure seemed upset. Simon had lost $175,000 in bonuses, but far, far worse, 20% of a $25 million company, worth $5 million. A big loss, and an easily avoidable one, at that. All because one single, simple sentence was missing from his contract: the “Successors and Assigns” clause.

If only they’d added a sentence that read something like this: “The rights and obligations of the parties to this agreement will be binding on, and will be of benefit to, each of the parties’ successors, assigns, heirs and estates.” That would have made the “successor” REIT bound to the agreement (and benefit Simon’s estate, if he passed on.) One simple sentence can be worth so very much.

LESSON TO LEARN: An agreement binds only the parties to that agreement. Most agreements are between two parties: in sales agreements, they are the (a) buyer and (b) seller; in lease agreements, they are the (a) landlord and (b) tenant; in employment agreements, they are the (a) employer and (b) employee. No one else is bound. Most importantly, anyone who later “takes the place:” of one of the parties is not bound. That’s usually a problem. The solution? It is a “successors-and-assigns clause.”

Imagine the following: You rent an office from the owner of an office building. You paint, put down carpet, install lighting, buy custom-fit furniture, have stationery printed with your new address on it, and move in. The next month someone new buys the building. The new owner stops by and says, “Nice to meet you. Your rent has been tripled.” You say, “But I have a signed lease.” He says, “Not with me, you don’t.” That’s what a “successors-and-assigns” clause is meant to prevent.

A standard “successors-and-assigns” clause reads like this: “This Agreement is binding upon, and will inure to the benefit of, the parties to this agreement, and their respective successors and/or assigns.” (A slightly more comprehensive variation would be this: “This Agreement is binding upon, and shall inure to the benefit of the parties themselves, as well as their respective representatives, successors, permitted assigns, heirs and estates.”)

In employment agreements, and all employment-related agreements that give you something (including stock option agreements, commission agreements, and deferred compensation agreements) it is essential that you have a “successors-and-assigns” clause. (On the other hand, any agreements that “take” something from you – such as a non-compete agreement, that takes your freedom from you – is better for you if it fails to have such a clause.)

Any employer could be merged or acquired out of existence. Any employer could decide to sell its assets, divvy up the sale proceeds, and then simply go out of legal existence. Any employer could find other ways, too, to deny you what you have been promised, and have earned. The key to preventing this is simple: make sure you have a “successors-and-assigns clause” in your agreement. Otherwise, all you’ve worked so hard for could be lost, without a chance of getting it back.

WHAT YOU CAN DO: This is how you can protect yourself:

1. In Every Agreement, Always Look for the “Successors-and-Assigns” Clause: No matter what type of agreement you are looking at, always look for the “successor-and-assigns” clause. As a matter of customary contract drafting, if it’s there you will usually find it among the last four or five sections in an agreement. It might be labeled “Parties Bound,” “Binding Upon” or “Successors and Assigns,” or any number of other titles. It might also be “buried” among other provisions, with a totally unrelated title. (That’s why we read every word.) Such a clause should be present in every employment agreement, stock option agreement, restricted stock agreement, commission agreement, indemnity agreement, retention agreement, and everything “in between.”

2. If It’s Not There, Always Ask for It: There is nothing improper, impolite or aggressive in asking that a “successors-and-assigns” clause be added to your agreement. It’s “standard” language in business agreements, and employment agreements are a type of business agreement. It could be said that the absence of a “successors-and-assigns” clause in an employment agreement (or one related to employment), in and of itself, has profound consequences, because it suggests the parties did not intend that the successor employer should provide to the employee what the original employer did not. Think about it: if you work for a small accounting firm, and you are promised a bonus of $10,000 if you stay for two years; if your accounting firm is merged with a larger one, and you stay the two years, what was intended: that you’d get paid the bonus, or that you would not? The absence of a “successors-and-assigns” clause says, simply, “It was intended you would not.” If you ask for a “successors-and-assigns” clause, and are turned down, you can safely assume there is a reason for that denial, and that the reason is not a good one for you.

3. The Two Exceptions: When It’s Truly Not Intended, and When It Makes No Sense: There are two circumstances in which we do not expect a “successors-and-assigns” clause. First, in some circumstances it is not intended that a “successor” or “assignee” be obligated to the “other side.” For example, if you were promised a bonus that was to be paid to you only if the company was not sold; then in the event of a sale, it was not intended you would receive a bonus. In that case, the successor paying you a bonus was not intended. Second, for the employee, it would not make sense to ask for a “successors-and-assigns” clause in a non-compete agreement, because then it is not in his or her interests; in that case, asking for one to be put in makes no sense. If the employer did not have the sense to insert it, don’t wave flags.

4. Watch Out for the “Old One-Way Trick”: Occasionally we see what we view to be dishonest lawyering by attempted trickery, most commonly by those in large law firms who have been told and taught they are “the cleverest.” This is what we call the “Old One-Way Trick”: “The obligations and interests of the parties under this agreement shall inure to the benefit of the employer, and its representatives, successors and assigns, and be binding upon the employee, his/her representatives, successors and assigns.” Read the words carefully: notice that the way it is worded, (a) the employer (and its successors and assigns) enjoys the benefits of the agreement, but not its burdens, and (b) the employee (and his/her successors and assigns) suffers the agreements burdens, but fail to enjoy its benefits. The first time I saw this I was upset; the tenth time, I was surprised; now I simply send an email to the senior partner of the opposing firm reminding him that this is not how law used to be practiced.

5. It’s Especially Important When Working for a Smaller “LLC” and “INC.”: As in our case history above, it is most important to have a “successors-and-assigns” clause when working for a smaller limited liability company or corporation. Why? Because they are more likely to be purchased, merged or dissolved. In each instance, you want the party who takes over or receives the remaining assets to be liable to you. In companies owned by the grandchildren of the founder, it is essential, as they are notorious for not getting along with each other, “running down” the company, and wanting to “cash out” the company.

6. Your Employer Being Sold or Merged? Send an Email Reminder: Surprises in business are usually not fun. If the company that acquired your employer is not aware that you are owed a $50,000 retention bonus, or eighty-two accrued vacation days, you might engender ill will when you ask for payment. Instead, send an email to General Counsel of your own employer, not the other side, and write “It is my expectation that the new acquirer is aware of my rights and interests, which are binding on successors and assigns. If not, please ensure that they are.” That will place your company’s primary attorney in a place where he or she will either (a) let the acquirer know, or (b) likely be later accused of fraud. Let him or her do your duty.

7. Sound Like a “Hassle?” Remember You Are Doing This for Your Loved Ones, and Heirs: Sure, looking for, and asking for, a “successors-and-assigns” clause in your employment-related agreements may sound like a hassle, and today is not the day you needed more hassles in your life. However, the absence of such a clause may deny what you’ve earned today to you and your family another day. And don’t forget: in the event of your passing, your heirs are your successors, will be without you being there for them, and so will have a greater need for what you’ve earned.

SkloverWorkingWisdom™ emphasizes smart negotiating – and navigating – for yourself at work. Negotiation of work and career issues requires that you be aware, alert and assertive regarding words, phrases, clauses and sentences that appear – or do not appear – in your employment-related agreements. Without a “successor-and-assigns” clause, all you’ve earned could end up lost.

Always be proactive. Always be creative. Always be persistent. And always do what you can to achieve for yourself, your family, and your career. Take all available steps to increase and secure employment “rewards” and eliminate or reduce employment “risks.” That’s what SkloverWorkingWisdom™ is all about.

A note about our Actual Case Histories: In order to preserve client confidences, and protect client identities, we alter certain facts, including the name, age, gender, position, date, geographical location, and industry of our clients. The essential facts, the point illustrated and the lesson to be learned, remain actual.

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Getting Rid of the “Successors and Assigns” Provision

17 June 2013 18 September 2006 | Ken Adams

[ Update June 17, 2013:  Go  here  for the June 15, 2013 post about my article  It’s Time to Get Rid of the “Successors and Assigns” Provision .]

[ Update April 12, 2013: For more recent posts about the “successors and assigns” provision, see “The ‘Successors and Assigns’ and Successor Liability” ( here ) and “The Illinois Appellate Court’s Problematic Take on the Traditional Recital of Consideration and ‘Successors and Assigns’ Provisions” ( here ).]

A standard ingredient of contract boilerplate is the “successors and assigns” provision. Here’s what a run-of-the-mill successors and assigns provision looks like:

This agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

I’ve long considered the successors and assigns provision to be one of the abiding mysteries of contract drafting. After some research, I’ve decided to dispense with it. Allow me to explain why:

(For purposes of the following discussion, bear in mind that an assignment occurs when one party transfers to a nonparty its right to receive the other party’s performance. The transferring party is the “assignor”; the nonparty to whom the right is assigned is the “assignee”; and the party who must perform in favor of the assignee is the “nonassigning party.”)

When I want to research a contract provision that constitutes boilerplate, I generally start by consulting Negotiating and Drafting Contract Boilerplate (Tina L. Stark ed. 2003). That’s what I did in this case—it has a chapter devoted to the successors and assigns provision.

According to Tina’s book, the case law suggests that the successors and assigns provision could have up to five different functions. (That courts should have read so much into the successors and assigns provision suggests how problematic it is.) I list these ostensible functions below, along with my take on them.

1. To Bind an Assignee to Perform: According to Tina’s book, some courts have held that a successors and assigns provision in a contract binds the assignee of any rights under that contract to perform the assignor’s obligations under that contract. But such a holding is inconsistent with accepted law. Privity of contract dictates that whether the assignee assumes the assignor’s obligations would be a function of whether the assignee has agreed to do so. See 9-48 Corbin on Contracts § 871 (“But if the assignee is held to be bound by a legal duty to render the service, it will be because he expressed an intention to assume it when he took the assignment.”) The contract between the assignor and the nonassigning party would have no bearing on the issue, and a successors and assigns provision in that contract would be ineffective as a means of binding the assignee of any rights under that contract to perform the assignor’s obligations under that contract.

2. To Bind a Nonassigning Party: Tina’s book says that a second purpose of the successors and assigns provision is to restate common law to the effect that after an assignment, the nonassigning party is obligated to perform in favor of the assignee. This is indeed the common law. See 9-48 Corbin on Contracts § 870 (“The effectiveness of an assignment does not depend upon the assent of the obligor. If in other respects the assignment is good, his duty is now a duty to the assignee ….”). But why bother restating the common law? If a party is permitted to assign its rights under a contract, it’s obvious that the nonassigning party must perform in favor of the assignee—otherwise, being able to assign your rights would be of no value. Whereas it’s sometimes useful to state in a contract what would apply anyway—particularly when the parties might otherwise be unaware—doing so to this extent would seem excessive.

3. To Determine Whether Rights Are Assignable: Some courts have relied on the successors and assigns provision to determine whether a party may assign its rights under a contract. It’s standard practice to address that issue in a separate section; if you do so, you certainly wouldn’t need the inscrutable language of a successors and assigns provision, too. And if you don’t address assignment in a separate section, you’d be advised to dispense with the successors and assigns provision, lest a court look there for guidance on assignment.

4. To Determine Whether Performance Is Delegable: And some courts have relied on the successors and assigns provision to determine whether a party may delegate its obligations under a contract. The same considerations apply in this context as apply to the question of whether rights are assignable.

5. To Bind the Parties to the Contract: If you take at face value the traditional language of a successors and assigns provision, it indicates that the parties intend to be legally bound. Such a statement would be ineffective, as it isn’t a condition to enforceability of a contract that the parties have, or explicitly express, an intent to be legally bound. See MSCD 2.29 and Farnsworth on Contracts § 3.7.

So, to summarize, here’s what I think, from the drafter’s perspective, of the five ostensible functions of a successors and assigns provision: (1) ineffective; (2) too obvious; (3) wrong place to address this issue; (4) wrong place to address this issue; and (5) ineffective.

Tina’s book suggests that the problem with the traditional successors and assigns provision is that “the provision is so truncated that its objectives are veiled.” I, on the other hand, think that the problem is that it’s a provision without a useful purpose. That raises the question of how it has come to be a fixture in contracts.

Whenever you have a contract provision that serves no useful purpose and is incoherent to boot, somehow that helps ensure its survival—because drafters are unsure what function it serves, they’re loath to delete it. Take, for instance, the traditional recital of consideration—even though it serves no purpose ( MSCD 2.63–71 and this article ), you can still find it in a large proportion of contracts. I suggest that this phenomenon helps explain why the traditional successors and assigns provision hasn’t been put out of its misery.

Tina’s book offers an alternative successors and assigns provision, one that ostensibly “clarifies the provision’s purpose and application.” But the first two subsections of the alternative provision—the other two address ancillary matters—serve to perform two of the five ostensible functions described earlier in the chapter, namely functions 2 and 1, respectively. So while the alternative provision may serve to clarify its purpose, that’s of little use if one purpose would be to state the obvious and the other would be ineffective.

So you’d be better off omitting the successors and assigns provision from your drafting. It serves no useful purpose, it’s confusing, and its incoherence gives courts leeway to find in it what they want to find. And reworking it to make it clearer would only serve to make more apparent the lack of a useful purpose.

successors in title and assigns meaning

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of  A Manual of Style for Contract Drafting , and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

26 thoughts on “Getting Rid of the “Successors and Assigns” Provision”

Let me suggest a possible purpose for the “successors and assigns” clause – a variation on #1: To assure that, if either party sells all or substantially all of its assets (or merges into another firm), the asset sale (or merger agreement) will include a clause specifically committing the purchaser (or successor-in-interest) to continue performing the contract.

To be sure, the clause itself would have to be amended to make that purpose clear.

Robert: The provision you mention could indeed be a helpful one, but as you suggest you can’t possibly get there through the standard “successors and assigns” provision. Ken

I had assumed (and now question) that ‘permitted successors’ addressed the issue of a contracting party changing legal form (e.g., changing from an LLC to an S-corp).

Nestor: Often the first words out of a drafter’s mouth after any drafting mishap are “I assumed ….” :-) Ken

Ken, I think your article focuses too much on the ‘assigns’ part of the clause. A possible context where the ‘successors and assigns’ clause may be meaningful is in mergers: the company (A) that is merged into another (B) ceases to exist and its contractual relationships devolve upon the the company it is merged into (B). This is not an assignment and is therefore outside the scope of the section where you define whether consent is required. I am not an American lawyer but this would be treated under the law applicable in my country (Portugal) as a ‘legal succession’ and the clause would therefore clarify that the other party to a contract with (A) that includes such clause keeps all rights and obligations vis-a-vis company B. Luis

Luis: You’re seeking to attribute to the “successors and assigns” provision a function that would be redundant for contract purposes: under state statutory law, if Company A merges into Company B, Company B automatically assumes all Company A’s obligations.

And secondarily, as I explained in my original post, a contract between Company A and some other party would be an unpromising vehicle for imposing obligations on Company B.

Ken, I am very happy that I came across your article — I was actually researching this issue myself with respect to the scenario suggested above by Robert Sonenthal. In the matter I was recently working on there was a provision in a contract that was binding on the purchaser of a business and its “successors and assigns.” That party is now selling the business and the question was raised as to whether that provision would be binding on the new buyers in the context of an asset purchase agreement. In my view, the draftsman of the original contract may have had the intention of binding all future successors in interest, but this was not specified in the original contract. As you note in your response to Robert Sonenthal (which I agree with), I don’t see how you would be able to bind a future purchaser with the standard “successors and assigns” provision alone. Your article provided excellent authority in an area that most practioners do not stop to think about – thank you!

All of your points are all well-taken, rational and coherent; conceptually hard to argue with. That being said, I defer to what has worked, and continues to work, for me, which is the standard clause. Practicality is key to my practice. In my 25 years of law practice on behalf executives worldwide, I’ve found the standard successors-and-assigns clause, coupled with a cautionary reminder to general counsel of the employer that he/she should advise successors/assigns of this important obligation, or be potentially considered to have withheld material information, has gotten my clients where they want to go. In court, too, I’ve enforced the standard clause upon acquiring entities on a “knew or should have known with reasonable due diligence” argument. Though potentially rife with risks and imperfections, the standard clause invites universal acceptance, and generally works.

Al Sklover, SkloverWorkingWisdom.com

Al: When you look at change from the perspective of the needs of any given lawyer, change can seem counterproductive, even downright scary: expedience is the order of the day. But I have the luxury of looking at change from a broader perspective, and in that context, all that matters is your suggestion that my points are conceptually hard to argue with. If we fix the language of business contracts, life will be much simpler for the next generation of lawyers. Ken

I’ve given careful consideration to your thoughts. Are we to accept that the highest purpose is simplicity for lawyers (our generation or the next)? Although it has been said that “simplicity is the ultimate sophistication,” it is not, to my mind, the ultimate purpose. I don’t think I find change to be either counterproductive or scary; rather, I do seek every possible advantage for my clients, actual or perceived, for they are often the same. I think the highest purpose of the law is the welfare of humankind, however messy, disorderly or complicated that may be. Al Sklover

Al: Making order out of chaos is certainly a noble endeavour, but not if the lawyer is the one making the mess. I see plenty of advantages, and no disadvantages, to eliminating a profoundly confused provision and accomplishing the client’s goals more directly. Ken

Ken –

Could not another purpose of the clause be to prevent the non-assigning party from arguing it has no contractual privity with a successor or assignee in an action by the assignee to enforce the contract? Especially where another boilerplate provision typically provides that there are no third party beneficiaries to the contract, it would seem the “inure to the benefit of” clause still has value here.

Jim: I believe that you’re referring to reason number 2 above. Ken

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What about the case where one or more of the parties to the agreement are individuals, one of the parties dies, the agreement does not contain the successors and assigns provision (is completely silent on this issue), and the agreement does contain a restrictive covenant (non-compete/non-solicit/non-disparagement) provision. Would the restrictive covenant be enforceable against the estate of the deceased party—even if the agreement otherwise terminates on the death of a party?

And how does your suggestion gel with the recent decision of the Supreme Court of Ohio: Acordia of Ohio, L.L.C. v. Fishel, Slip Opinion No. 2012-Ohio-2297?

I completely agree 100% with your posts and comments. I am a transactional attorney for a large bank (Big Bank) that recently acquired a smaller bank (Small Bank). Small Bank has a lot of master agreements with customers, and my documentation clients always ask me if it is ok to execute new schedules under Small Bank's master agreements. I always tell them yes, that we are now the party to that contract as successor to Small Bank. Imagine my surprise when I came across this article. I think this is just bad court decision, but don't you find it concerning? Would love to hear your thoughts. http://skloverworkingwisdom.com/blog/index.php/th …

If this provision is included in a rental agreement, and one day some lawyer emails me saying they’re representing the landlord, is that enough. Shouldn’t the landlord hv to tell me first. How do I know they’re really representing the landlord, if I wasn’t told by them. Also, my lease has a non- reliance clause stating- Both Tenant & Landlord acknowledge that they have not received or relied upon any statements or representation or promises or agreements or inducements by either Broker or their agents which are not expressly stipulated herein. If not contained herein, such statements, representations, promises, or agreements shall be of no force or effect.This non-reliance clause shall not prevent recovery in tort for fraud or negligent misrepresentation or intentional misrepresentation. Blah blah blah. There’s more, but I’m not sure its relevant. . What happend to me is a complete retaliation. Besides my landlord breaching a few sections of our lease & a cpl laws. He has 1 of the best lawyers. They just pretty much almost & might be able to evict me. Though my 1 year lease was up July 31, my lease says it will continue month to month. The owners of my condo also emailed me that. But, I had a huge problem being exposed to mold. I was deathly ill for 6 + months. I hv a compromised immune system & am on disability. I was fighting with them for a cpl months to properly remove the effects areas. Finally, I gave them a certified letter giving them th 14 day remediation time. Thats when this lawyer- no it was the lawyers secretary- sent me, just an email, stating several outright lies, that I hv proof of, horrible insinuations, & then told me my lease will not continue to go month to month– OBVIOUS RETALIATION. I paid for Aug, through certified mail. They sent the check back with a letter stating I need to leave. Then they were evicting me for non payment. The judge wldnt even look at any of my proof. I’m disables, my son( lives in Pa) just lost his baby( I had to go back), my rib went out of place twice- this all in July. I’m in myrtle beach, by myself. He still only gave me only 3 days to get out. I cldnt believe it. Disabled & nowhere to go. They were delaying me in finding a place by doing this & something else in April. Anyway, with very bad advice from the S.C.L.S( they cldnt even get who was the plaintif & who was the defendant right), I was like a half hour from getting the appeal filed in time. The Sherriff said, too bad, I had to get out. Well, after an hour of crying, nowhere to go & nowhere to put my things, they finally let me file the appeal. Not sure its going to work though…… ….. Sorry, for the book, just to ask one question. Any help wld be very much appreciated.

I think it is pretty much same as the World Bank Sanctions Procedues, which contains Successors and Assigns Clause (Section 9.04. (c)). The difference is that Parties in the latter case may appeal against the decision of the Bank to impose sanctions on certain successor or assignee.

I read a great deal of deeds and easements in the course of my work. I assumed that “successors and assigns” preserves the chain of custody of real property and the conditions of the deed unless it is changed in subsequent deeds. For example, a landowner grants an easement to Bell Telephone company in 1964, which is recorded on the deed. The property changes hands 3-4 times, but the easement still exists because the subsequent owners are successors. In addition, the “Bell” companies merge and change their name to Verizon. It’s still their easement, even if it is not re-recorded. This has been the case as far back as I have read deeds in my county (1920’s). Does this not have merit in that case, or is this different than what you are referring to? I would agree that in contracts for services (ie – construction), “successors and assigns” is fairly weaker and should not take the place of enumerating who you are trying to oblige. But when you don’t know who the parties may be, I probably wouldn’t leave out.

When considering the function that a contract provision serves, a good rule is “Assume nothing.” Beyond that, drafters have the power and the responsibility to address any issue clearly and directly. If you want to accomplish something relating to the chain of custody of real property (a subject I know nothing about), address it directly instead of by using a mystery phrase like “successors and assigns.”

sounds patriartifcal.

“But why bother restating the common law?”

Because the common law changes, and varies from country to country. If you intend for the contract to last a really, really long time (certain contracts involving land and institutions have lasted for over 500 years and survived complete changes of government and even of the underlying legal system), you really want the interpretation to be in the contract so that it will outlast changes of the common law.

Looks like caselaw in employment contracts may be against you on #1.

https://skloverworkingwisdom.com/the-successors-and-assigns-clause-without-it-all-can-be-lost/

Some better-written samples in corporate law — specifically, ones which cover transfers of “substantially all of the business or assets of” a company: https://www.lawinsider.com/clause/successor-to-company

And it appears to matter massively in the question of whether an estate is obligated to perform duties of the contractor, again a case of #1 — the executor *can* be bound by the contract:

https://www.americanbar.org/groups/real_property_trust_estate/publications/probate-property-magazine/2019/january-february/can-boilerplate-raise-contracts-the-dead-the-grave/

It seems like this really shouldn’t be boilerplate, because the courts appear to have a history of ignoring the boilerplate.

But it also seems that it’s exceptionally important to specifically say what is and isn’t binding on successors and assigns. I wouldn’t leave it out, but you need much better boilerplate than the one quoted here.

That provision is in a waiver my father is being asked to sign, indicating he will not sue the driving examiner he will be in the car with during a pandemic. He did not ask to have this test. He is being told to take the test. In this situation I assume this means they are asking him to sign away rights for his whole family? Is that legal? Thanks

Would successors and assigns phrase apply to a lessee?

Or would you need to have subsidiaries and affiliates?

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What does successors and assigns mean in a management contract.

A management contract is a legal agreement between a property owner or company and a management firm for the management of the property or company. It outlines the roles and responsibilities of the parties involved, including the rights and obligations of each party. One common term that is often included in management contracts is “successors and assigns.” But what does this term actually mean and how does it affect the parties involved? In this blog post, we will explore the concept of successors and assigns in a management contract in detail. We will break down the legal language and explain what is at stake for both the property owner or company and the management firm. As a professional in the field of property management, it is important to have a thorough understanding of the language used in legal agreements like management contracts . Understanding the term successors and assigns can help you make informed decisions and ensure that your rights and obligations are protected. So, read on to learn more about this important concept in management contracts .

1. Successors and assigns refers to the ability of a party to transfer or assign their rights and obligations under a contract to another party.

Contract management is an essential aspect of business dealings that helps to protect the interests of all parties involved in a transaction. One crucial aspect of contract management is the concept of successors and assigns, which refers to the party’s ability to transfer or assign their rights and obligations under a contract to another party. In the context of a management contract, the term successors and assigns denote the party’s ability to transfer the ownership of the contract or the management rights to another individual or organization. This transfer of ownership or management rights is possible if the contract explicitly states that the party has the right to do so. As such, it is critical to ensure that the contract management agreement explicitly states the provisions for successors and assigns to avoid any legal disputes that may arise in the course of the contract’s lifespan.

2. In a management contract , this clause typically allows the management company to transfer its rights and obligations to a successor company or assign the contract to a new owner or entity.

In contract management , the term successors and assigns refer to the parties who are entitled to take over and fulfill the rights and obligations mentioned in the management contract . In a management contract , this clause typically allows the management company to transfer its duties and obligations to a successor company or assign the contract to a new owner or entity. This is crucial in situations where the management company merges, acquires a new entity, or is bought out. Successors and assigns clause helps ensure that the business continuity of the contract is upheld and that all parties benefit from the agreement. It is essential that both parties in the management contract understand the framework of the clause to avoid any misunderstandings or disputes.

3. This clause provides flexibility for both parties in the event of a merger or acquisition, or if the management company wants to sell its business .

In Contract Management, the term “successors and assigns” is a common legal provision that refers to the transferability of contractual rights between the original contracting parties and their successors or assignees. This clause provides flexibility for both parties in the event of a merger or acquisition, or if the management company wants to sell its business. In such cases, the original contracting parties can transfer their rights and obligations to a third-party purchaser or to their respective successors, which includes heirs, executors or administrators, and assigns. This provision is critical because it ensures that the management contract remains enforceable even when there is a change in ownership or control of either party. Ultimately, successors and assigns help to ensure that all parties involved in the management contract have a clear understanding of their rights and obligations in the event of unforeseen disruptions.

4. However, it’s important for both parties to carefully review and negotiate the terms of this clause to ensure that it aligns with their goals and interests.

In Contract Management, “Successors and Assigns” is a term used to refer to the parties who may have the rights and obligations stated in the contract after it has been signed . It means that the parties involved in the contract who have certain rights can transfer their rights to other individuals or entities. However, it’s important for both parties to carefully review and negotiate the terms of this clause to ensure that it aligns with their goals and interests. The parties must review what actions trigger an assignment or if successors can take on the full responsibilities of the contract. Additionally, they must define the limits and restrictions on the assignments to avoid misunderstandings in the future. Since the “Successors and Assigns” clause can have financial implications or affect the operation of the contract , it’s crucial to have a legal professional review the clause before finalizing the contract.

5. An experienced attorney can help you navigate the nuances of this clause and other key provisions in a management contract to help protect your interests and achieve your desired outcomes.

In the world of contract management , understanding the meaning and implications of terms like “successors and assigns” can make all the difference in ensuring a successful outcome for all parties involved. This clause specifically refers to the transfer of rights and obligations outlined in a management contract to another party in the event of a merger, acquisition, or other change of ownership. While it may seem straightforward, the reality is that the nuances of this clause and other key provisions in a management contract can be complex and difficult to navigate without the help of an experienced attorney. With their expertise, you can protect your interests and achieve your desired outcomes, no matter what circumstances may arise during the life of the contract .

In conclusion, understanding the term “successors and assigns” in a management contract is crucial for both parties involved. It provides clarity on who can take over the contract, ensures continuity in management, and protects the interests of both parties. While it may seem like just legal jargon, it has significant implications and should be given close attention. By having a clear understanding of this clause, managers and their clients can ensure a successful and smooth partnership for years to come.

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Establishes a five-year moratorium on foreign entities purchasing homes in New York state unless the purchase is for a primary residence; directs the department of state to conduct a study on the effects of the moratorium on the housing market and to send a report on the study to the legislature; specifies data and indicators to analyze for the study; defines terms.

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COMMENTS

  1. What Does It Mean to Be a "Successor or Assign"

    A clause providing for "successors and assigns" (the terms usually go together) is a common provision in all types of contracts, leases, purchase and sale agreements, and many other forms of agreements. First, an assignment (assuming it is not prohibited under the agreement), is a voluntary action by one party transferring its rights and ...

  2. Examples of successors and assigns clauses in contracts

    7.Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

  3. Successors and Assigns Contract Clause Examples

    Successors and Assigns.This Agreement shall inure to the benefit of and be binding upon the Company and the Agent Underwriter and their respective its successors and the affiliates, controlling persons, officers and directors parties referred to in Section 10 hereof. 11. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns ...

  4. The "Successors and Assigns" Provision and Successor Liability

    Byron's article goes on to discuss "nine different theories under which one or more types of a predecessor's liabilities could be imposed upon a successor.". But none of those nine theories relies on the "successors and assigns" provision. So there's nothing to support the notion that the "successors and assigns" provision can ...

  5. PDF SUCCESSORS AND ASSIGNS

    This Chapter examines the common law in the absence of a successors and assigns provision, analyzes each of the purported purposes of a successors and assigns provision, and then addresses the drafting and negotiating issues relating to the provision. § 4.02 The Common Law in the Absence of a Successors and Assigns Provision [1]—Definition ...

  6. General Contract Clauses: Successors and Assigns

    General Contract Clauses: Successors and Assigns. A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement. This Standard Clause has integrated notes with important ...

  7. General Contract Clauses: Successors and Assigns

    A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement. This Standard Clause has integrated notes with important explanations and drafting tips.

  8. Successors and Assigns Definition: 1k Samples

    More Definitions of Successors and Assigns. Successors and Assigns means, in the case of the Corporation, any successor pursuant to a merger, consolidation or sale or transfer of all or substantially all of the assets of the Corporation. Sample 1 Sample 2 Sample 3. Based on 65 documents. Successors and Assigns means, in the case of the Company ...

  9. Assignment and Successors Contract Clauses (381)

    Assignment and Successors. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. Executive may not assign this Agreement or any rights or obligations hereunder. Any purported or attempted assignment or transfer by Executive of this ...

  10. General Contract Clauses: Successors and Assigns

    General Contract Clauses: Successors and Assigns. A Standard Clause, sometimes referred to as a binding effect and enurement clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement. This Standard Clause has integrated notes with ...

  11. General Contract Clauses: Successors and Assigns (NY)

    A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement under New York law. This Standard Clause has integrated notes with important explanations and drafting and ...

  12. Commercial, Clause Description

    The successors and assigns clause, sometimes referred to as the inurement (or enurement) clause, states that the agreement is for the benefit of, and can be enforced by, the successors, permitted assigns, and, sometimes, heirs of the parties or other designated third parties. It is often combined with an assignment clause.

  13. PDF Successors and assigns:Does it mean what it says?

    refusal. The "successors and assigns" terminology is insufficient to overcome the presumption that the right of first refusal is personal; therefore, the par-ties did not intend to make the right transferable to successors and assigns. Id. at pp. 11-12. Again, as in Park Station, the Harrison court nowhere mentioned §1-103 in its

  14. What does the phrase 'successors in title' mean in a lease?

    Published on: 13 August 2018. The meaning of the term 'successors in title' will depend upon the context of the use of the term and also the drafting of the relevant lease. A standard lease will commonly contain the wording: 'the expression "the Tenant" includes the successors in title of the Tenant'—see Precedent: Lease of whole ...

  15. Commercial, Sample Clause

    Section Y. Successors and Assigns. Neither Party shall assign or transfer this Agreement, in whole or part, without the other Party's prior written consent. Notwithstanding the foregoing, [Buyer] [Seller] [either Party] may (i) assign this Agreement, in whole or in part, to any of its Affiliates, or (ii) assign or otherwise transfer this ...

  16. Successors in Title and Assigns Sample Clauses

    Sample 1 Sample 2. Successors in Title and Assigns. 11.1 Each party ("non-assignor") acknowledges that the other party ( "assignor") shall be entitled, by notice in writing to the non -assignor, to assign any or all of its rights and obligations under this Agreement to another entity: Sample 1. Successors in Title and Assigns.

  17. General Contract Clauses: Successors and Assigns (CA)

    A Standard Clause, sometimes also referred to as a binding effect clause, stating the parties' intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the agreement under California law. This Standard Clause has integrated notes with important explanations and drafting ...

  18. "Successors and Assigns" Clause

    The absence of a "successors-and-assigns" clause says, simply, "It was intended you would not.". If you ask for a "successors-and-assigns" clause, and are turned down, you can safely assume there is a reason for that denial, and that the reason is not a good one for you. 3. The Two Exceptions: When It's Truly Not Intended, and ...

  19. Effect of Use or Absence of "Heirs," "Successors," and "Assigns"

    Sometimes, parties may specifically incorporate terms such as "heirs", "successors", "executors", and "assigns" to indicate that the contract may be assignable. The use of the word "assigns" constitutes an express consent to the assignment or subletting of the contract. [iii] For instance, under Colorado law, parties may ...

  20. Deed included "heirs, successors, and assigns" of the grantee. What

    The deed included the LLC's "heirs, successors, and assigns forever" as grantee along with the LLC itself. What is the legal effect of the "heirs, successors, and assigns" language? This looks like a boilerplate deed, so I think this language must have evolved to address from some real world contingency. Asked in Coral Springs, FL | Feb 22 ...

  21. Getting Rid of the "Successors and Assigns" Provision

    1. To Bind an Assignee to Perform: According to Tina's book, some courts have held that a successors and assigns provision in a contract binds the assignee of any rights under that contract to perform the assignor's obligations under that contract. But such a holding is inconsistent with accepted law. Privity of contract dictates that ...

  22. What Does Successors And Assigns Mean In A Management Contract?

    In Contract Management, "Successors and Assigns" is a term used to refer to the parties who may have the rights and obligations stated in the contract after it has been signed. It means that the parties involved in the contract who have certain rights can transfer their rights to other individuals or entities.

  23. NY State Senate Bill 2023-S9309

    BILL NUMBER: S9309 SPONSOR: PARKER TITLE OF BILL: An act to amend the real property law, in relation to enacting the "house New Yorkers first act"; and providing for the repeal of such provisions upon the expiration thereof PURPOSE: To place a moratorium on the purchase of residential real property by non-New Yorkers and to obtain data to determine the retention of New York State residents who ...