WHAT DOES IT MEAN TO BE A “SUCCESSOR OR ASSIGN”
Tom Stilp JD, MBA/MM, LLM, MSC
According to Professor Ian Hurd at Northwestern University, Russia is not really a member of the UN Security Council because Russia is not a “successor” to the Soviet Union. Hurd, I. (2022). “Russia is not a member of the UN Security Council,” Chi. Trib. §1, p. 7.
Under Article 23 of the UN Charter: “The Republic of China, France, the Union of Soviet Socialist Republics, the United Kingdom of Great Britain and Northern Ireland, and the United States of America shall be permanent members of the Security Council.” But the Soviet Union dissolved in December, 1991.
Why do we care about “successors?” Because the successor determines who is a party to an agreement – who benefits and who pays.
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 obligations to a 3 rd party, usually someone outside the original agreement. That 3 rd party then “steps into the shoes” of the original party, as an “Assignee.”
A “successor,” however, is more broad. A successor can be voluntary (as through an assignment), involuntary, or without any action on anyone’s part, as by operation of law. A successor by operation of law occurs, for example, when one joint tenant on real estate dies and the interest of that joint tenant passes to the surviving joint tenant. In the later case, the surviving joint tenant is the “successor” in interest to the deceased joint tenant, by operation of law, without any further action needed.
A typical “successor and assigns” clause will say in sum and substance that: “This Agreement and all of the rights [benefits] and obligations [what you have to do to get the benefits] shall inure [fancy word for “transfer”] to the benefit of and be binding upon the parties, and their respective successors and assigns .”
Simply put, the successors and assigns are required to perform the agreement in the same manner, and to the same extent, that the parties would be required to perform it if no succession had taken place.
Having prepared thousands of agreements, and litigated issues involving “successors and assigns” in court, we can assist in all of your contract needs.
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successors in title definition
Related to successors in title.
Successors and Assigns as used herein 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.
assigns shall include any person, corporation, partnership or other entity that buys all or substantially all of the Company's assets or all of its stock, or with which the Company merges or consolidates. The rights, duties and benefits to Executive hereunder are personal to him, and no such right or benefit may be assigned by him.
Successors as used in this Agreement shall not include any purchaser, as such purchaser, of any of the [Unsecured Notes] from any of the respective Underwriters.
Assignees has the meaning specified in Section 10.07(b).
Permitted Assigns means with respect to a Blackstone Entity, a Transferee of shares of Common Stock that agrees to become party to, and to be bound to the same extent as its Transferor by the terms of, this Agreement.
Permitted Assignees shall have the meaning set forth in Section 3(e) hereto;
Transferees as defined in subsection 10.5(g).
Permitted Assign means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer,
Heirs means those persons, including the surviving spouse, who are entitled under the statutes of intestate succession to the property of a decedent.
Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. “Assignor,” “Assignee,” “Assigning” and “Assignment” have meanings corresponding to the foregoing.
Estates means the estates of the Debtors created by section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Cases.
Assignors means, at any time, the Lenders to be replaced by the Company pursuant to Section 2.15(b)(ii)(2)(Y). The “Assumed Commitment” of each Assignee shall be determined as follows:
Successor Landlord shall have the meaning given such term in Section 20.2.
Permitted Assignment means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.
Permitted Assignee means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.
Successor personal representative means a personal representative, other than a special administrator, who is appointed to succeed a previously appointed personal representative.
Assignee as defined in Section 10.6(b).
Successor Operator means a Train Operator succeeding or intended by the Secretary of State to succeed (and whose identity is notified to the Franchisee by the Secretary of State) the Franchisee in the provision or operation of all or any of the Franchise Services including, where the context so admits, the Franchisee where it is to continue to provide or operate the Franchise Services following termination of the Franchise Agreement;
Bind, "binding," or "bound" means securing more than one piece of paper
Personal representative means the person or persons who, upon the disability or incompetence of a Participant, shall have acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan and who shall have become the legal representative of the Participant.
Representatives means officers, directors, employees, agents, attorneys, accountants, advisors and representatives.
Successor in Interest means any (i) shareholder of; (ii) trustee, custodian, receiver or other person acting in any Bankruptcy or reorganization proceeding with respect to; (iii) assignee for the benefit of the creditors of; (iv) officer, director or partner of; (v) trustee or receiver, or former officer, director or partner, or other fiduciary acting for or with respect to the dissolution, liquidation or termination of; or (vi) other executor, administrator, committee, legal representative or other successor or assign of, any Partner, whether by operation of law or otherwise.
assignment shall have their respective meanings defined in the Investment Company Act of 1940 and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act; and the phrase "specifically approve at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder.
Landlord Parties means Landlord, any affiliate of Landlord, Landlord’s managing agents for the Building, each mortgagee (if any), each ground lessor (if any), and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents or representatives. For the purposes of this Lease, the term “Tenant Party” or “Tenant Parties” shall mean Tenant, any affiliate of Tenant, any permitted subtenant or any other permitted occupant of the Premises, and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, invitees or representatives.
Permitted Successor is defined in Section 5.02 of the Sale Agreement.
Assignor as defined in Section 10.6(c).
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Wednesday, March 21, 2012
What is a successors and assigns provision and should it be used, 17 comments:.
How would you go about, contractually, handling the following: You are a key employee/executive, with no ownership in a small company. The owner of the company has a will that divides the business in half to each of his children, in the event of his death. The owner wants to make sure that the company is still run by you, in the event of his death, until a certain period of time at which point the heirs (his children) can assume full control of the company. The owner wishes to protect the business for his children's sake, knowing that you are a key executive that will continue to grow the company, thus helping his children have a more valuable asset.
SK, this whole thing should be structured by a lawyer that does estate planning.
Assuming there is no specific restriction in the document, can a party to assign only partial rights? Example; a non-exclusive ground easement owned by a telephone company, granting certain rights to place their poles, cables, etc. within the easement area. Can the telephone company assign rights to another communications company to also use the easement area with their equipment?
I think you answered it in your question. Non-exclusive means that the rights are not limited solely to the party granted the easement. The owner could grant use to others as long at it doesn't interfere with the initial easement. Unless there was a restriction against sublicensing rights the easement holder could do a grant. That grant would not be an assignment of rights as they continue to retain their rights.
Jack, what about a company that has a valid contract in place. The owner retires and the business ceases to operate. One of the employees of the now defunct company opens a company and wishes to have the contract with original company assigned to this new company. What factors need to be considered by the other party (the buying entity) in this scenario?
Only the original party to the agreement can assign it, so an assignment is not the route to be taken. Assuming that there is nothing proprietary involved, and the buying entity is confident the new entity and individual can do the work, what could be done is to have the new company and buyer sign a agreement for the work. They could use the same terms, term and pricing. As the original owner stopped operating I don't see a claim of interference with contract rights as being something the original owner could pursue.
Jack, I'm not sure I follow the explanation you gave to the August 24, 2016 question. If you would address it stated this way. If the electric power company ("Elec") bought an 50' wide easement for "electric transmission lines, wires, telephone and telegraph wires...", and the document included Elec's "its successors and assigns", from a landowner ("Owner"), and at a later date the local telephone company ("Tele") wanted to install their phone cable within the Elec's easement area, (example, hang it on Elec's poles), can Elec simply assign Tele that right as an "assign," or would Owner need to grant a separate easement to Tele? Thank you for your help.
Earl, It would depend upon the scope of the grant. Elec was granted certain rights via an easement. That easement runs to their Successor company or the company the agreement is assigned to. For Tele to have any rights to the easement would require one of two things. Elec would need to have been granted the right to sub-license rights to other parties under the easement. The Owner would need to do a grant to Tele. If Tele what to use any Elec property on the easement such as their poles, they need to also have an agreement. I would also want to check the scope of the grant to see whether it was exclusive as that impacts whether the owner could make a second grant.
Jack, Say a pipeline company had a contract with a homeowner which included the successors and assigns clause. The contract is for a right of way to build a pipeline and compensation is rewarded but not paid until construction begins. The owner then sells the property and essential their interest in the lands. Is the new owner the successor to the contract? Is the new owner entitled to the compensation for the pipeline as being the owner that deals with the effects of having the pipeline on their new property? Thanks, Jordan
Jordan, as long as the successor and assigns clause was mutual, the right under it would be conveyed to successors so the new owner would have the same rights as the original owner.
Dear Jack, What does it mean when a lawyer states in paperwork "I hereby resign from a company and to the same extent as named, affiliated companies and all of their respective successors and assigns, together hereinafter referred to as "the Company"?
It means that the Lawyer is no longer with the company in any form. They are no longer an employee of the company, any authority they were given to act for subsidiaries or affiliates of the company they have given up
We signed a contract with a small family owned business to provide uniforms to our company. Call them A; A sold to B but we don't want to do business with B. Can we negate the contract and cancel service since service has not yet begun?
if an agreemnet with exaxtly same clause of successors and permitted assigns listed above is signed with a small establishment solely owned by a single person, if the owner dies, would the heirs be considered as the the successors and permittted assigns ? or the agreement is terminated with the death of the establishment owner .
I am appreciative to this blog giving one of a kind and accommodating learning about this theme, I read your blog now share extraordinary data here. This blog increse my insight source . Schwiegermutter kaktus
Hi Jack. Thanks for this great content. It has aways been my standard practice to include a successors clause in litigation settlement agreements. Most recently, I just had opposing counsel object to such clause on the basis that the settling party did not have legal authority or power to bind any future successor that might acquire it. Your thoughts?
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An assignment operates as a valid transfer of the title of the property and the assignee becomes the real party in interest who may maintain an action thereon in his/her own name.[i] The determinant factor regarding the assignability of a contract is the contractual intent, which is often manifest in the language used by the parties.[ii]
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 agree to make an otherwise unassignable contract assignable by insertion of a “successors and assigns” provision.[iv]
However, the parties cannot make any contract assignable by including the word “assigns.” Courts have held that a contract containing the word “assigns” is not necessarily assignable where a contract of a personal nature is contemplated.[v]
On the contrary, the avoidance or absence of the word “assign” in a contract does not support a finding of an express or implied intention of the parties to prohibit the assignment of the agreement.
The assignment of an executory contract by one party does not relieve the assignor of his/her personal liability to the other contracting party, nor does it create personal liability on the part of the assignee, without a provision to that effect. However, the assignee may not enforce the contract against the other contracting party until the obligations which the contract imposes have been performed by some one. An assignee accepts the assignment with all the burdens that encumbered the assignor. [vi]
[i] Overton v. Tarkington , 249 N.C. 340 (N.C. 1959)
[ii] Nolan v. Williamson Music, Inc ., 300 F. Supp. 1311 (S.D.N.Y. 1969)
[iii] Vaughan v. Wilson , 203 Ore. 243, 256-257 (Or. 1955)
[iv] K N Gas Supply Servs. v. American Prod. Pship. V, Ltd. , 994 F. Supp. 1283, 1286 (D. Colo. 1998).
[v] Vaughan , 203 Ore. 243
[vi] Meyers v. Postal Finance Co., 287 N.W.2d 614, 617 (Minn. 1979)
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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.
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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“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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Who Are The Successors And Assigns?
Generally, all ordinary business contracts are assignable. However, contracts for personal services or those involving a relationship of confidence are not assignable by either party. … However, money due under a personal service contract can be assigned .
What does heirs successors and assigns mean?
So, basically, that clause says that a party’s heirs must perform under the contract. Successors is applicable when a contracting party is an entity, and when the party is an individual. … An assign (or assignee) is someone to whom the contracting party intentionally transfers ownership of the contract.
Are contracts automatically binding on successors?
A typical successors and assigns clause simply states, “This agreement is binding upon, and inures to the benefit of, the parties and their respective successors and assigns.” The purpose of a successors clause is to bind a business’ successors or assigns to the terms of the agreement in the event of a transfer.
Are heirs bound by contracts?
Contracts take effect only between the parties, their assigns and heirs , except in case where the rights and obligations arising from the contract are not transmissible by their nature, or by stipulation or by provision of law. The heir is not liable beyond the value of the property he received from the decedent.
Can an agreement be binding on heirs?
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns and shall not be assignable without the written consent of all other parties hereto other than any assignment in whole or in part by Parent.
What does binding on heirs mean?
It means that the terms agreed to will still be binding even if a signatory to the agreement dies or sells or assigns his or her interest in the agreement, and that the person who thus receives that interest will be bound by the agreement. 1 found this answer helpful found this helpful | 1 lawyer agrees.
Is successor and heir the same?
SUCCESSOR: A SUCCESSOR IS A PERSON WHO INHERITS THE PROPERTY OF A PERSON … … LEGAL HEIR…if after the death of a person… HE HAS LEFT NO WILL….
What is the difference between assign and assignee?
Key Takeaways. An assignor and an assignee are part of the same contract assignment. Still, the difference between them is that an assignor is the transferor of the rights and obligations of the assignment , while an assignee is the recipient of the rights and obligations.
What type of contracts Cannot be assigned?
The most common example of the non-delegable or non-assignable nature of a personal service contract is that of a famous opera singer who has contracted with an opera to perform. She cannot assign her contractual duty to another singer because the nature of the services is unique and personal.
Is a personal services contract delegable?
Personal services are not delegable . If the contract is such that the promisee expects the obligor personally to perform the duty, the obligor may not delegate it. … Many duties may be delegated, however. Indeed, if they could not be delegated, much of the world’s work would not get done.
Who can assign a contract?
Assignment of contracts is the legal transfer of the obligations and benefits of a contract from one party, called the assignor, to another, called the assignee . The assignor must properly notify the assignee so that he or she can take over the contractual rights and obligations.
What does assigns mean in legal terms?
To transfer rights, property, or other benefits to another party (the “assignee”) from the party who holds such benefits under contract (the “assignor”). This concept is used in both contract and property law.
What is meaning of permitted assigns?
A permitted assign for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer, are any of the following: A trustee, custodian, or administrator acting on behalf of, or for the benefit of the person.
What does successors mean in law?
legal successor in British English
(ˈliːɡəl səkˈsɛsə) a person or thing that legally follows, esp a person who succeeds another in an office .
What are the 3 kinds of succession?
The process of succession may be further classified into three distinct classes. In the order of what takes priority over the other, these are: Compulsory Succession, Testamentary Succession, and Intestate Succession .
Who is the successor of a deceased person?
However, successor(s) of intestate deceased person is/are entitled to inherit the deceased person s property . What is a Succession Certificate for property ? Succession certificate is a document issued by a competent court (civil) certifying a rightful person to be the successor of a deceased person.
Who is the successor of the deceased?
“Successor of the decedent” means: (a) If the decedent died leaving a will, the sole beneficiary or all of the beneficiaries who succeeded to a particular item of property of the decedent under the decedent’s will.
What is inure to the benefit?
Inure has several legal meanings. It could mean to have a particular effect or result and is commonly used to indicate to whose benefit or advantage the particular effect has been done for . … This means that the individual has essentially the same effect as a tenant for life.
What is entire agreement clause?
An entire agreement clause in a contract asserts that the contract constitutes the whole agreement between the parties and seeks to prevent the parties from relying on any preceding agreements, negotiations or discussions that have not been set out in the agreement.
What is a successor under a contract?
A successor is a third party that either acquired or merged with one of the parties to the agreement . Assigns are third parties that the agreement has been assigned to as may be allowed under the terms of the agreement.
What happens to a contract when the promisor dies?
Generally, contracts of the dead survive to haunt the living ; the executor or other successor must perform the decedent’s remaining contractual duties. A major exception is that personal service obligations die at death.
What is Consensuality contract?
Consensuality – the mere consent that perfected the contract should bound the parties to the fulfillment of what has been expressly stipulated , and all the consequences which, according to their nature, may be in keeping with good faith, usage and law.
How do I assign a contract?
An assignment of contract occurs when one party to an existing contract (the “assignor”) hands off the contract’s obligations and benefits to another party (the “assignee”). Ideally, the assignor wants the assignee to step into his shoes and assume all of his contractual obligations and rights.
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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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- Practical Law
General Contract Clauses: Successors and Assigns
Practical law standard clauses 3-523-8024 (approx. 8 pages).
- General Contract and Boilerplate
- United States
What does successors and assigns mean?
Table of Contents
Successors and Assigns means a corporation or other entity acquiring all or substantially all the assets and business of the Company whether by operation of law or otherwise, and any affiliate of such Successors and Assigns.
What does binding on heirs successors and assigns mean?
A successors and assigns clause, sometimes also referred to as a binding effects clause, states the contracting parties’ intention that their respective successors and assigns be entitled to the benefits of, and subject to the obligations created by, the contract.
Are contracts binding on successors?
A successors and assigns clause is not needed to bind the continuing contract party because under common law a continuing contract party must perform in favor of a successor or assign. The question of whether a contract can be assigned or delegated is best addressed in a separate provision.
Who is a successor to a contract?
Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term “successor” does not include new offices/divisions of the same company or a company that only changes its name.
What does successors in title mean?
A successor in title is anyone who takes over the legal ownership of a property from someone else.
What do you mean by successor?
one that follows Definition of successor : one that follows especially : one who succeeds to a throne, title, estate, or office.
Does successor include heir?
The people who inherit under the will or state law are that individual’s heirs. So, basically, that clause says that a party’s heirs must perform under the contract. Successors is applicable when a contracting party is an entity, and when the party is an individual.
What is a successor in title?
What is a permitted successor?
Permitted Successors means any asset manager or investment professional of similar asset management experience and expertise approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed. [As added by First Amendment.]
What is a successor clause?
The successor clause, a contractual provision stipulating that the terms. of the collective bargaining agreement will be binding upon any successor. to the employer or union,7 may serve to alleviate some of this post-trans- fer uncertainty.’ Because the National Labor Relations Board’ (NLRB)
Does successors in title include tenants?
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.
What does successor mean in real estate?
A successor in interest is someone with an ownership interest in the property, even though they aren’t obliged to repay the loan. You may qualify as a successor in interest to a property if an ownership interest in the.
What is successor example?
Examples of Successor If n = 5, then successor of 5 is 5 + 1 = 6. If n = 10, then successor of 10 is 10 + 1 = 11. If n = 20, then successor of 20 is 20 + 1 = 21. If n = 50, then successor of 50 is 50 + 1 = 51. If n = 100, then successor of 100 is 100 + 1 = 101.
What are the three kinds of succession?
The process of succession may be further classified into three distinct classes. In the order of what takes priority over the other, these are: Compulsory Succession, Testamentary Succession, and Intestate Succession.
What is the difference between heirs and successors?
Usually, heir refers to a family inheritance (He is the heir to his father’s fortune) and successor refers to moving up and replacing someone in business or politics. (He is the successor to the president of the company). Not a strict rule. Both words are often used figuratively.
Does successor in title include tenant?
Can an individual have a successor?
The answer is, if one of the parties to the contract is a human being, the term “successor” is misplaced. Humans don’t have “successors.” If a party to the contract dies before the contract has been fully performed, he or she has a personal representative of the estate (called “executor” in other states) and heirs.
What does binding on successors mean?
The Binding Effect, sometimes referred to as “Successors and Assigns,” says that the agreement to which it pertains benefits all of the parties involved and legally binds them to the agreement.
What is a perfectly clear successor?
13 (February 6, 2018). The “perfectly clear” doctrine affects the right of a labor law successor, which acquires a unionized business, to set new terms and conditions of employment. Thus, it can have an important impact on the economics of the commercial transaction.
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Intel Software License Agreement
The terms of the software license agreement included with any software you download will control your use of the software.
DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE SOFTWARE AND/OR ACCESS THE CLOUD SERVICES UNTIL YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE AND/OR THE CLOUD SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If You do not agree to be bound by, or the entity for whose benefit You act has not authorized You to accept, these terms and conditions, do not install, access, copy, or use the Software or the Cloud Services and terminate Your access to the Cloud Services, and destroy all copies of the Software in Your possession.
This SOFTWARE LICENSE AND CLOUD SERVICES AGREEMENT, including all appendices and exhibits (collectively, this “Agreement”) is entered into between Intel Corporation, a Delaware corporation (“Intel”) and You. If You intend to access the Cloud Services in addition to using the Software, the terms and conditions of Appendix B apply to Your access and use of the Cloud Services (as defined in Appendix B), in addition to the terms and conditions of this Agreement applicable to Your access and use of the Software. “You” refers to you or your employer or other entity for whose benefit you act, as applicable. If you are agreeing to the terms and conditions of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that legal entity to the Agreement, in which case, "You" or "Your" shall be in reference to such entity. Intel and You are referred to herein individually as a “Party” or, together, as the “Parties”.
The Parties, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which they acknowledge, and intending to be legally bound, agree as follows:
1. PURPOSE. You seek to obtain, and Intel desires to provide You, under the terms of this Agreement, Software solely for Your internal use or efforts to develop and distribute products integrating Intel hardware and Intel software. “Software” refers to certain software or other collateral, including, but not limited to, related components, operating system, application program interfaces, device drivers, associated media, printed or electronic documentation and any updates, upgrades or releases thereto associated with Intel product(s), software or service(s). “Intel-based product” refers to a device that includes, incorporates, or implements Intel product(s), software or service(s).
2. LIMITED LICENSE. Conditioned on Your compliance with the terms and conditions of this Agreement, Intel grants to You a limited, nonexclusive, nontransferable, revocable, worldwide, fully paid-up license during the term of this Agreement, without the right to sublicense, under Intel’s copyrights (subject to any third party licensing requirements), to (i) internally prepare derivative works (as defined in 17 U.S.C. § 101) of the Software (“Derivatives”), if provided or otherwise made available by Intel in source code form, and reproduce the Software, including Derivatives, in each case only for Your own internal evaluation, testing, validation, and development of Intel-based products and any associated maintenance thereof; (ii) reproduce, display, and publicly perform an object code representation of the Software, including Your Derivatives, in each case only when integrated with and executed by an Intel-based product, subject to any third party licensing requirements; and (iii) distribute only portions of the Software listed in a “redist.txt” document (“Redistributables”) (if any) and any Derivatives created by You provided that Your Derivatives and the Redistributables must be provided solely in executable form and as embedded in or for execution on an Intel-based product, and if to an end user, pursuant to a license agreement with terms and conditions at least as restrictive as those contained in the Intel End User Software License Agreement in Appendix A hereto. If You are not the final manufacturer or vendor of an Intel-based product incorporating or designed to incorporate the Software, You may transfer a copy of the Software, including any Derivatives (and related end user documentation) created by You to Your Original Equipment Manufacturer (OEM), Original Device Manufacturer (ODM), distributors, or system integration partners (“Your Partner”) for use in accordance with the terms and conditions of this Agreement, provided Your Partner agrees to be fully bound by the terms hereof and provided that You will remain fully liable to Intel for the actions and inactions of Your Partner(s).
3. LICENSE RESTRICTIONS. All right, title and interest in and to the Software and associated documentation are and will remain the exclusive property of Intel and its licensors or suppliers. Unless expressly permitted under the Agreement, You will not, and will not allow any third party to (i) use, copy, distribute, sell or offer to sell the Software or associated documentation; (ii) modify, adapt, enhance, disassemble, decompile, reverse engineer, change or create derivative works from the Software except and only to the extent as specifically required by mandatory applicable laws or any applicable third party license terms accompanying the Software; (iii) use or make the Software available for the use or benefit of third parties; (iv) use the Software on Your products other than those that include the Intel hardware product(s), platform(s), or software identified in the Software; (v) use, or enable any third party to use, any portion of the Software to develop or offer access to the functionality of the Software through cloud services except through the Cloud Services offered by Intel; or (vi) publish or provide any Software benchmark or comparison test results. You acknowledge that an essential basis of the bargain in this Agreement is that Intel grants You no licenses or other rights including, but not limited to, patent, copyright, trade secret, trademark, trade name, service mark or other intellectual property licenses or rights with respect to the Software and associated documentation, by implication, estoppel or otherwise, except for the licenses expressly granted above. You acknowledge there are significant uses of the Software in its original, unmodified and uncombined form. You may not remove any copyright notices from the Software.
4. LICENSE TO FEEDBACK. This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions, Your Derivatives or other communication regarding the features, functions, performance or use of the Software (“Feedback”). If any portion of the Software is provided or otherwise made available by Intel in source code form, to the extent You provide Intel with Feedback in a tangible form, You grant to Intel and its affiliates a non-exclusive, perpetual, sublicenseable, irrevocable, worldwide, royalty-free, fully paid-up and transferable license, to and under all of Your intellectual property rights, whether perfected or not, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise exploit any comments, suggestions, descriptions, ideas, Your Derivatives or other feedback regarding the Software provided by You or on Your behalf.
5. OPEN SOURCE STATEMENT. The Software may include Open Source Software (OSS) licensed pursuant to OSS license agreement(s) identified in the OSS comments in the applicable source code file(s) or file header(s) provided with or otherwise associated with the Software. Neither You nor any OEM, ODM, customer, or distributor may subject any proprietary portion of the Software to any OSS license obligations including, without limitation, combining or distributing the Software with OSS in a manner that subjects Intel, the Software or any portion thereof to any OSS license obligation. Nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of any applicable OSS license.
6. THIRD PARTY SOFTWARE. Certain third party software provided with or within the Software may only be used (a) upon securing a license directly from the owner of the software or (b) in combination with hardware components purchased from such third party and (c) subject to further license limitations by the software owner. A listing of any such third party limitations is in one or more text files accompanying the Software. You acknowledge Intel is not providing You with a license to such third party software and further that it is Your responsibility to obtain appropriate licenses from such third parties directly.
7. CONFIDENTIALITY. The terms and conditions of this Agreement, exchanged confidential information, as well as the Software are subject to the terms and conditions of the Non-Disclosure Agreement(s) or Intel Pre-Release Loan Agreement(s) (referred to herein collectively or individually as “NDA”) entered into by and in force between Intel and You, and in any case no less confidentiality protection than You apply to Your information of similar sensitivity. If You would like to have a contractor perform work on Your behalf that requires any access to or use of Software, You must obtain a written confidentiality agreement from the contractor which contains terms and conditions with respect to access to or use of Software no less restrictive than those set forth in this Agreement, excluding any distribution rights and use for any other purpose, and You will remain fully liable to Intel for the actions and inactions of those contractors. You may not use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent.
8. NO OBLIGATION; NO AGENCY. Intel may make changes to the Software, or items referenced therein, at any time without notice. Intel is not obligated to support, update, provide training for, or develop any further version of the Software or to grant any license thereto. No agency, franchise, partnership, joint-venture, or employee-employer relationship is intended or created by this Agreement.
9. EXCLUSION OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items within the Software. Licensee hereby understands, acknowledges and agrees that the Software may not include the latest functional and security updates.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS AFFILIATES, LICENSORS OR SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST DATA) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY IN PART NOT APPLY TO YOU. YOU ARE RESPONSIBLE FOR DETERMINING IF THIS PRODUCT MEETS THE REQUIREMENTS OF YOUR INTENDED USE. THE SOFTWARE LICENSED AND CLOUD SERVICES PROVIDED HEREUNDER ARE NOT DESIGNED OR INTENDED FOR CLINICAL APPLICATIONS OR USE IN ANY APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE OR CLOUD SERVICES COULD LEAD TO PERSONAL INJURY OR DEATH. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. YOU ACKNOWLEDGE INTEL WOULD BE UNABLE TO PROVIDE THE SOFTWARE OR CLOUD SERVICES WITHOUT SUCH LIMITATIONS. YOU WILL INDEMNIFY AND HOLD INTEL AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) HARMLESS AGAINST ALL CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES), ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE SOFTWARE OR USE OF THE CLOUD SERVICES AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY DISTRIBUTION OR UNINTENDED USE, EVEN IF SUCH CLAIM ALLEGES THAT INTEL OR AN INTEL AFFILIATE, LICENSORS OR SUPPLIER WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE SOFTWARE.
11. TERMINATION AND SURVIVAL. Intel may terminate this Agreement for any reason with thirty (30) days’ notice and immediately if You or someone acting on Your behalf or at Your behest violates any of its terms or conditions. Upon termination, You will immediately destroy and ensure the destruction of the Software or return all copies of the Software to Intel (including providing certification of such destruction or return back to Intel). Upon termination of this Agreement, all licenses granted to You hereunder terminate immediately. All Sections of this Agreement, except Section 2, will survive termination.
12. GOVERNING LAW AND JURISDICTION. This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. and Delaware, without regard to conflict of laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A. will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and venue in those courts. A Party that obtains a judgment against the other Party in the courts identified in this section may enforce that judgment in any court that has jurisdiction over the Parties.
13. EXPORT REGULATIONS/EXPORT CONTROL. You agree that neither You nor Your subsidiaries will export/re-export the Software, directly or indirectly, to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining any such required license or approval. In the event the Software is exported from the U.S.A. or re-exported from a foreign destination by You or Your subsidiary, You will ensure that the distribution and export/re-export or import of the Software complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.
14. GOVERNMENT RESTRICTED RIGHTS. The Software is a commercial item (as defined in 48 C.F.R. 2.101) consisting of commercial computer software and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212). Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, You will not provide the Software to the U.S. Government. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.
15. ASSIGNMENT. You may not delegate, assign or transfer this Agreement, the license(s) granted or any of Your rights or duties hereunder, expressly, by implication, by operation of law, or otherwise and any attempt to do so, without Intel’s express prior written consent, will be null and void. Intel may assign, delegate and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion.
16. ENTIRE AGREEMENT; SEVERABILITY. The terms and conditions of this Agreement and any NDA with Intel constitute the entire agreement between the parties with respect to the subject matter hereof, and merge and supersede all prior or contemporaneous agreements, understandings, negotiations and discussions. Neither Party will be bound by any terms, conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. In the event any provision of this Agreement is unenforceable or invalid under any applicable law or applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, instead such provision will be changed and interpreted so as to best accomplish the objectives of such provision within legal limits.
17. WAIVER. The failure of a Party to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will waiver by a Party of a breach of any provision hereof constitute a waiver of the provision itself.
18. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’S PRIVACY NOTICE, WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE PRIVACY NOTICE AT HTTPS://WWW.INTEL.COM/PRIVACY TO LEARN MORE ABOUT HOW INTEL COLLECTS, USES AND SHARES INFORMATION ABOUT YOU. The Software may also enable a moderator or teacher to electronically view another user’s computer screen during use. If You are a school or other organization working with children under 18 years of age, You acknowledge and agree that you have obtained the appropriate consents from such children’s parents for the use and collection of the information and for the purposes described in this Section 18 (Privacy). You represent that You have a lawful basis for processing the Personal Information and have obtained the required consents necessary for the parties to fulfill their obligations and provide Services under the Agreement
The Software incorporates settings to allow a user to select his/her privacy choices. IF YOU ARE AN ORGANIZATION AND HAVE DISABLED OR CAUSED TO BE DISABLED THE EMPLOYEE PRIVACY CHOICES IN THE SOFTWARE, AND/OR YOUR SYSTEM ADMINISTRATOR OR INFORMATION TECHNOLOGY PERSONNEL HAVE ELECTED TO DISABLE OR CHOOSE PRIVACY SETTINGS ON BEHALF OF USERS IN YOUR ORGANIZATION, YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS INTEL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, CUSTOMERS, AGENTS, AND SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS OR EXPENSES (INCLUDING BUT NOT LIMITED TO LEGAL EXPENSES AND OTHER PROFFESSIONALS’ EXPENSES) RESULTING FROM OR ARISING OUT OF ANY CLAIM ALLEGING THAT THE SOFTWARE AS PROVIDED TO YOU OR ITS USE, MANUFACTURE, DISTRIBUTION, SUPPORT, OR SERVICE THEREOF BREACHES OR VIOLATES THE PRIVACY RIGHTS, DATA PROTECTION RIGHTS OR OTHER RIGHTS OF INDIVIDUALS, ORGANIZATIONS OR ENTITIES NOT PARTIES TO THIS AGREEMENT. INTEL SHALL HAVE THE RIGHT TO EMPLOY COUNSEL TO ASSIST IN ITS DEFENSE OF THE CLAIM, AND YOU AGREE THAT YOU SHALL HAVE NO AUTHORITY TO SETTLE A CLAIM UNDER THIS SECTION 18 UNLESS YOU HAVE RECEIVED PRIOR WRITTEN AUTHORIZATION FROM INTEL TO SETTLE THE CLAIM.
INTEL END USER SOFTWARE LICENSE AGREEMENT
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
THE FOLLOWING NOTICE, OR TERMS AND CONDITIONS SUBSTANTIALLY IDENTICAL IN NATURE AND EFFECT, MUST APPEAR IN THE DOCUMENTATION ASSOCIATED WITH THE INTEL-BASED PRODUCT INTO WHICH THE SOFTWARE IS INSTALLED. MINIMALLY, SUCH NOTICE MUST APPEAR IN THE USER GUIDE FOR THE PRODUCT. THE TERM “LICENSEE” IN THIS TEXT REFERS TO THE END USER OF THE PRODUCT.
LICENSE. Licensee has a license under Intel’s copyrights to reproduce Intel’s Software only in its unmodified and binary form, (with the accompanying documentation, the “Software”) for Licensee’s personal use only, and not commercial use, in connection with Intel-based products for which the Software has been provided, subject to the following conditions:
(a) Licensee may not disclose, distribute or transfer any part of the Software, and You agree to prevent unauthorized copying of the Software.
(b) Licensee may not reverse engineer, decompile, or disassemble the Software.
(c) Licensee may not sublicense the Software.
(d) The Software may contain the software and other intellectual property of third party suppliers, some of which may be identified in, and licensed in accordance with, an enclosed license.txt file or other text or file.
(e) Intel has no obligation to provide any support, technical assistance or updates for the Software.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Intel or its licensors or suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. Licensee may not remove any copyright notices from the Software. Except as otherwise expressly provided above, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights. Transfer of the license terminates Licensee’s right to use the Software.
DISCLAIMER OF WARRANTY. The Software is provided “AS IS” without warranty of any kind, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. NEITHER INTEL NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate Licensee to provide Intel with comments or suggestions regarding the Software. However, if Licensee provides Intel with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Software or (b) Intel products or processes that work with the Software, Licensee grants to Intel a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, under Licensee’s intellectual property rights, to incorporate or otherwise utilize those comments and suggestions.
TERMINATION OF THIS LICENSE. Intel or the sublicensor may terminate this license at any time if Licensee is in breach of any of its terms or conditions. Upon termination, Licensee will immediately destroy or return to Intel all copies of the Software.
THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a commercial item (as defined in 48 C.F.R. 2.101) consisting of commercial computer software and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212), consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4. You will not provide the Software to the U.S. Government. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.
EXPORT LAWS. Licensee agrees that neither Licensee nor Licensee’s subsidiaries will export/re-export the Software, directly or indirectly, to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining any such required license or approval. In the event the Software is exported from the U.S.A. or re-exported from a foreign destination by Licensee, Licensee will ensure that the distribution and export/re-export or import of the Software complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.
APPLICABLE LAWS. This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. and Delaware, without regard to conflict of laws principles. The Parties to this Agreement exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A. will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and venue in those courts. A Party that obtains a judgment against the other Party in the courts identified in this section may enforce that judgment in any court that has jurisdiction over the Parties.
Licensee’s specific rights may vary from country to country.
INTEL END USER CLOUD SERVICES AGREEMENT
DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE CLOUD SERVICES UNTIL YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING, COPYING, ACCESSING, OR USING THE CLOUD SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If You do not agree to be bound by, or the entity for whose benefit You act has not authorized You to accept, these terms and conditions, do not install, access, copy, or use the Cloud Services and discontinue Your use and access to the Cloud Services.
This INTEL END USER CLOUD SERVICES AGREEMENT (this “Agreement”) is entered into between Intel Corporation, a Delaware corporation (“Intel”) and You. “You” refers to you or your employer or other entity for whose benefit you act, as applicable. If You are agreeing to the terms and conditions of this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the legal authority to bind that legal entity to the Agreement, in which case, "You" or "Your" shall be in reference to such entity. Intel and You are referred to herein individually as a “Party” or, together, as the “Parties”.
1. DEFINITIONS.
(a) “Cloud Service” means the enablement of certain functionality of the Software through the use of cloud services provided by Intel through a third party.
(b) “Customer Data” means any and all data, including but not limited to Personal Information, that You (i) run on the Software or Cloud Services; (ii) cause to interface with the Software, Cloud Services or the Hosted Environment; (iii) upload to the Cloud Services or (iv) otherwise transfer, transmit, use, process, collect or store in the Hosted Environment, but it does not include Intel Data nor screen content shared by You.
(c) “Data Processor” means Intel who is processing Customer Data on behalf of the Data Controller.
(d) “Data Controller” means You who shall determine the purposes for which and the manner in which Customer Data is processed.
(e) “Hosted Environment” means the platform infrastructure, including Intel’s proprietary software, to which Intel grants access to You, its contractors and customers as part of the Cloud Services.
(f) “Intel Data” means all aggregate information, raw data, analytics and data created, derived or generated in any manner from or by the Software or Cloud Services during Your, Your employees, contractors, or end users use of Software or the Cloud Services but does not include Customer Data.
(g) “Personal Information” means any information relating to an identified or identifiable natural person of which You are the Data Controller and in relation to which Intel is providing the Cloud Services. For purposes of this definition, an “identifiable person” is one who can be identified, directly or indirectly, by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
(h) “Software” means certain software or other collateral, including, but not limited to, related components, application program interfaces, device drivers, associated media, printed or electronic documentation and any updates or releases thereto associated with Intel product(s), software or service(s).
2. PROVISION OF CLOUD SERVICES. Subject to (i) Intel’s acceptance of a valid purchase order, (ii) timely payment by You of any fees applicable to the Cloud Services, and (iii) Your compliance with the terms and conditions of this Agreement, Intel will use commercially reasonable efforts to provide You with the enablement of certain functionality of the Software through the use of Cloud Services. Intel hereby grants to You the right to access and use the Cloud Services via the Hosted Environment. Your use of the Cloud Services will comply with Intel’s Acceptable Use Policy attached hereto as Exhibit A, and as may be modified and updated from time to time. Your use of the Cloud Services will comply with (i) this Agreement, (ii) Intel’s Acceptable Use Policy, as may be modified and updated from time to time, that is attached hereto as Exhibit A. (“AUP”), and (iii) Intel’s Privacy Notice that is located at https://www.intel.com/privacy. Intel retains the right to reject any request for Cloud Services by any individual or entity in its sole discretion.
3. OWNERSHIP OF SOFTWARE, CLOUD SERVICES AND COPYRIGHTS. Title to all copies of the Software and the Cloud Services remains with Intel or its licensors or suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software or Cloud Services. Except as otherwise expressly provided above, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights. Transfer of the license terminates Your right to use the Software and Cloud Services.
4. DISCLAIMER OF WARRANTY. The Software and Cloud Services are provided “AS IS” without warranty of any kind, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THE SOFTWARE AND CLOUD SERVICE MAY BE INTERRUPTED OR CONTAIN ERRORS. INTEL DOES NOT GUARANTEE THAT THE SOFTWARE OR CLOUD SERVICE CANNOT BE COMPROMISED, THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND CLOUD SERVICES REMAINS WITH YOU.
5. LIMITATION OF LIABILITY. NEITHER INTEL NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS, MISAPPROPRIATION, UNAUTHORIZED ACCESS, TAMPERING, MALWARE OR OTHERWISE RELATING TO THE CUSTOMER DATA. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY IN PART NOT APPLY TO YOU. THE SOFTWARE LICENSED AND CLOUD SERVICES PROVIDED HEREUNDER ARE NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE OR CLOUD SERVICES COULD LEAD TO PERSONAL INJURY OR DEATH. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. YOU ACKNOWLEDGE INTEL WOULD BE UNABLE TO PROVIDE THE SOFTWARE OR CLOUD SERVICES WITHOUT SUCH LIMITATIONS. YOU WILL INDEMNIFY AND HOLD INTEL AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) HARMLESS AGAINST ALL CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES), ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE SOFTWARE OR USE OF THE CLOUD SERVICES (INCLUDING BUT NOT LIMITED TO CLAIMS, LIABILITY, DAMAGES AND LOSSES RELATED TO CUSTOMER DATA) AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE, EVEN IF SUCH CLAIM ALLEGES THAT INTEL OR AN INTEL AFFILIATE, LICENSORS OR SUPPLIER WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE SOFTWARE OR PROVISION OF THE CLOUD SERVICES.
6. CUSTOMER DATA. As between the Parties, Customer Data is and shall remain Your sole property regardless of whether it has been processed by Intel or is in Intel’s possession or control. In no event shall You or Your employees, subcontractors or end users (collectively, “End Users”) transmit credit card or payment information to the Cloud Service at any time. You will ensure all collection and transmission of Customer Data, including Personal Information, will comply with all applicable laws and regulations for data protection and privacy, and You will obtain and maintain all necessary notices and consents from End Users to allow: (i) Intel access, monitoring, use and disclosure of this data as required under this Agreement and providing Intel with the ability to do so and (ii) Intel to provide the Cloud Services. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data, and you agree that You are responsible for: (a) maintaining the confidentiality of the password and administration account(s); (b) designating those individuals who are authorized to access the administration account(s); and (c) ensuring that all activities that occur in connection with the administration account(s) by its End Users comply with the Agreement. You agree that Intel’s responsibilities do not extend to the internal management or administration of the Customer Data and that Intel is merely a Data Processor. As a Data Controller, You are responsible for responding to End Users requests. Intel will, to the extent permitted by applicable laws and by the nature of the End Users requests: (a) notify You without undue delay of its receipt of an End User request; (b) comply with Your reasonable requests regarding Your efforts to comply with an End User request; and (c) provide You with the information or tools required for You to respond to the End User request. You will first seek to obtain the information required to respond to the End User request on Your own, and will contact Intel only if You cannot reasonably obtain such information. You hereby grant to Intel and its affiliates an exclusive, worldwide, perpetual, non-transferable, non-sublicensable (except as necessary to enable any third party provider of the Cloud Services), royalty-free, fully paid up license to use Customer Data as necessary for Intel and its affiliates to perform the Cloud Services. In addition, You hereby grant to Intel and its affiliates an exclusive, worldwide, perpetual, non-transferable, non-sublicensable (except as necessary to enable any third party provider of the Cloud Services), royalty-free, fully paid up license to use and compile Intel Data and Customer Data in an aggregated, anonymized form (i.e., not specific to any individual or customer, including You or Your affiliates). When Intel uses subprocessors to process Customer Data, You hereby authorize the engagement of the subprocessors currently used by Intel, including but not limited to Intel affiliates in the United States and elsewhere. You also authorize Intel to engage subprocessors not included among our currently used subprocessors, whether as a replacement for an existing subprocessor or as an additional subprocessor. You may request a list of our current subprocessors from time to time at https://supporttickets.intel.com/supportrequest?lang=en-US&productId=192958:10435. Intel may share Customer Data with its subprocessor(s) only as necessary to perform the Cloud Services. Except as expressly permitted herein, no Personal Information may be sold, assigned, leased, or otherwise disposed of to third parties or commercially exploited by or on behalf of Intel (or its affiliates or subcontractors). You represent, warrant and covenant that You will provide required notices and obtain required consents from Your employees, subcontractors, customers and end users relating to the Software or Cloud Services, including those relating to the collection, use, processing, transfer, storage and disclosure of Customer Data. To the extent You provide any Customer Data to Intel, You represent, warrant and covenant that You will do so in compliance with Intel’s Privacy Notice found at https://www.intel.com/privacy, applicable laws for data protection and privacy, and this Agreement.
7. SUSPENSION OF CLOUD SERVICES.
a. Intel may suspend provision of Cloud Services to You, Your affiliates or any of Your end users without liability, if:
i. Intel reasonably believes that the Cloud Services are being used (or have been or will be used) by You in violation of this Agreement or the AUP, or any applicable law, court order, rule or regulation in any jurisdiction, and such use has not been cured by You in the timeframe provided in the notice;
ii. You do not cooperate with Intel’s investigation of any suspected violation of this Agreement or any applicable law, court order, rule or regulation in any jurisdiction;
iii. Intel reasonably believes that Cloud Services provided to You have been accessed or manipulated by a third party without Your consent or in violation of this Agreement;
iv. Intel reasonably believes that suspension of the Cloud Services is necessary to protect Intel’s network or other Intel companies;
v. Payment for the Cloud Services is overdue by more than thirty (30) days;
vi. The continued use of the Software by You may adversely impact the Cloud Services or the systems or content of Intel or any third party,
vii. Intel reasonably believes that the use of the Cloud Services by You may subject Intel, its affiliates, or any third party to liability; or
viii. Suspension is required by law, statute, regulation, rule or court order.
b. Intel will give You reasonable advance notice of a suspension under this section and You will have fifteen (15) days to cure the grounds on which the suspension is based, unless Intel determines, in Intel’s reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Intel or its other companies from operational, security, or other risk or the suspension is ordered by a court or other judicial body. If Intel suspends Your right to access or use any portion or all of the Cloud Service:
i. You remain responsible for all fees and charges You have incurred through the date of suspension, if any;
ii. You remain responsible for any applicable fees and charges for any Cloud Services to which You have continued to have access, as well as applicable fees and charges for data storage, and for in-process tasks completed after the date of suspension; and
iii. At Intel’s sole discretion, Intel may terminate Your access to Customer Data or delete Customer Data stored in the Cloud Services during a suspension, and Intel shall not be liable to You for any damages or losses You may incur as a result of such suspension.
c. If the reason for the suspension under Section 7.a above is not cured in accordance with Section 7.b, then Intel may elect to terminate the Agreement for breach as described below.
8. SECURITY. Intel agrees to maintain commercially reasonable measures related to physical security of the Cloud Services. You shall be solely responsible for maintenance, integrity, retention, security, and backup of the Customer Data. If You transfer or are otherwise involved in the transfer of any Customer Data (whether in connection with its business or otherwise) over a public network, then You are solely responsible for compliance with any applicable laws, rules and regulations in any and all applicable regions or countries regarding the security, privacy, data protection, legality and/or safe handling of such Customer Data. Intel shall not be responsible for any data loss related to Customer Data.
9. DEFENSE OF THIRD PARTY CLAIMS BY YOU. You hereby agree to indemnify, defend and hold harmless Intel and its parents, affiliates, licensors and providers of third party services, and their respective directors, officers, employees, contractors, agents, successors, and assigns, (collectively, the “Intel Parties”) (Intel and each of the Intel Parties an “Indemnified Party”), from and against any and all liability (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Parties in connection with any actual or alleged claim (“Claim”) arising out of: (a) Your use of the Software and Cloud Services, (b) Customer Data; (c) any breach or alleged breach by You of this Agreement; (d) any breach or alleged breach by You of a third party’s rights, including, without limitation, any actual or alleged infringement or misappropriation of a third party’s copyright, trade secret, patent, trademark, privacy, publication or other proprietary right; (e) any damage caused by or alleged to have been caused by You or Your end users to the Cloud Services, Hosted Environment or Software; or (f) any actual or alleged violation or non-compliance by You or Your end users with any applicable law, court order, rule or regulation in any jurisdiction. The counsel which You select for the defense or settlement of a Claim must be approved in writing in advance by Intel prior to such counsel being engaged to represent the Indemnified Parties. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of Intel or any Intel Party without the prior written consent of Intel and/or the applicable Intel Party(s). You and Your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by Intel or the Intel Parties in the defense or settlement of any such matter.
10. LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate You to provide Intel with comments or suggestions regarding the Software or Cloud Services. However, if You provide Intel with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Software or Cloud Services or (b) Intel products or processes that work with the Software or Cloud Services, You grant to Intel a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, under Your intellectual property rights, to incorporate or otherwise utilize those comments and suggestions.
11. NO OTHER LICENSES. Neither Party grants the other Party any license or rights (by implication, estoppel or otherwise) under intellectual property rights it owns, is licensed to, or controls before or after entering into this Agreement, except as expressly granted herein.
12. TERMINATION OF THIS LICENSE. Intel or the sublicensor may terminate this license at any time for any reason with thirty (30) days’ notice and immediately if You are in breach of any of its terms or conditions. Upon termination, You will immediately destroy or return to Intel all copies of the Software. Upon termination of this Agreement, all licenses granted to You hereunder terminate immediately. All Sections of this Agreement, except Section 2, will survive termination.
13. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a commercial item (as defined in 48 C.F.R. 2.101) consisting of commercial computer software and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212), consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.72021 through 227.7202-4. You will not provide the Software to the U.S. Government. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.
14. PRIVACY. . YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’S PRIVACY NOTICE, WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE PRIVACY NOTICE AT HTTPS://WWW.INTEL.COM/PRIVACY AND https://supporttickets.intel.com/supportrequest?lang=en-US&productId=192958:10435 TO LEARN HOW INTEL COLLECTS, USES AND SHARES INFORMATION ABOUT YOU. The Software may also enable a moderator or teacher to electronically view another user’s computer screen during use. If You are a school or other organization working with children under 18 years of age, You acknowledge and agree that you have obtained the appropriate consents from such children’s parents for the use and collection of the information and for the purposes described in this Section 15 (Privacy).
15. EXPORT LAWS. You agree that neither You nor Your subsidiaries will export/re-export the Software, directly or indirectly, to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining any such required license or approval. In the event the Software is exported from the U.S.A. or re-exported from a foreign destination by You, You will ensure that the distribution and export/re-export or import of the Software complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.
16. APPLICABLE LAWS. This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. and Delaware, without regard to conflict of laws principles. The Parties to this Agreement exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A. will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and venue in those courts. A Party that obtains a judgment against the other Party in the courts identified in this section may enforce that judgment in any court that has jurisdiction over the Parties.
Your specific rights may vary from country to country.
Intel’s Acceptable Use Policy (“AUP”)
The purpose of this AUP is to inform all companies of the acceptable uses of the Cloud Services. Intel is committed to encouraging the use of the Cloud Services, but such use must be consistent with the laws and regulations governing use of the Internet and must protect the right of its other companies to use its Cloud Services. The AUP is designed to achieve these goals. You agree to comply with the AUP and are responsible for the use of the Cloud Services by all entities and individuals whom You permit to use the Cloud Services. Intel has the right to change or modify the terms of the AUP at any time, effective when posted to the Cloud Services portal. Your use of the Cloud Services after changes to the AUP are posted shall constitute acceptance of any changed or additional terms.
Prohibited Uses: The following list provides a number of general prohibited uses of the Cloud Services that are violations of this AUP. Please note that the following list does not represent a comprehensive or complete list of all prohibited uses.
• Unlawful Activities. The Cloud Services shall not be used in violation of any criminal, civil or administrative violation of any applicable local, state, provincial, federal, national or international law, treaty, court order, ordinance, regulation or administrative rule. This includes, but is not limited to:
• Child pornography
• Unlawful gambling activities
• Threats, harassment and abuse of any individual, organization or business
• Fraudulent activities
• Terrorist websites or other sites advocating human violence and hate crimes based upon religion, ethnicity or country of origin
• Unlawful high yield investment plans, Ponzi schemes or linking to and or advertising such schemes
• Threatening Material or Content: The Cloud Services shall not be used to host, post, transmit, or retransmit any content or material that harasses, or threatens the health or safety of others. In addition, Intel reserves the right to decline to provide Cloud Services if the content is determined by Intel to be obscene, indecent, hateful, malicious, racist, defamatory, fraudulent, libelous, treasonous, excessively violent or promoting the use of violence or otherwise harmful to others.
• Violation of Intellectual Property Rights: The Cloud Services shall not be used to publish, submit, receive, upload/download, post, use, copy or otherwise reproduce, transmit, retransmit, distribute or store any content/material or to engage in any activity that infringes, misappropriates or otherwise violates the intellectual property rights or privacy or publicity rights of Intel or any other party, including but not limited to any rights protected by any copyright, patent, trademark laws, trade secret, trade dress, right of privacy, right of publicity, moral rights or other intellectual property right now known or later recognized by statute, judicial decision or regulation. Please refer to [email protected] to file complaints or counter notifications
Available Downloads
- Windows 11*, Windows 10, 64-bit*
- Size: 38.7 MB
- SHA1: B95CB664751426B4774202062DF9950781A81940
Detailed Description
This download provides the Realtek* High Definition Audio Driver for the 3.5mm audio jack on the Intel® NUC Kits NUC8i7HxKx when using Windows® 10 & Windows 11*.
This audio driver is required if you plan to connect a microphone or headset to the audio jack or want to use the TOSLINK connection on the back of the Intel NUC.
Not sure if this is the right driver for your Intel® NUC?
Run Intel® Driver & Support Assistant to automatically detect updates.
This download is valid for the product(s) listed below.
- Intel® NUC Kit NUC8i7HNK
- Intel® NUC 8 Enthusiast, a Mini PC with Windows 10 - NUC8i7HVKVA
- Intel® NUC Kit NUC8i7HVK
- Intel® NUC 8 Business, a Mini PC with Windows 10 - NUC8i7HNKQC
- Intel® NUC 8 Enthusiast, a Mini PC with Windows 10 - NUC8i7HVKVAW
Automatic Driver and Software Updates
Identify your products and install Intel driver and software updates for your Windows* system.
Disclaimers 1
Product and performance information.
Intel is in the process of removing non-inclusive language from our current documentation, user interfaces, and code. Please note that retroactive changes are not always possible, and some non-inclusive language may remain in older documentation, user interfaces, and code.
IMAGES
VIDEO
COMMENTS
Successors and Assigns means a corporation or other entity acquiring all or substantially all the assets and business of the Corporation ( including the ESIP -RP) whether by operation of law or otherwise; including any corporation or other entity effectuating a Change in Control of the Corporation. Sample 1 Sample 2 Sample 3 Based on 11 documents
A successor can be voluntary (as through an assignment), involuntary, or without any action on anyone's part, as by operation of law. A successor by operation of law occurs, for example, when one joint tenant on real estate dies and the interest of that joint tenant passes to the surviving joint tenant.
successors in title means any person who - 21.5.1. acquires the goodwill of the business; or 21.5.2. becomes the beneficial owner of such goodwill through his shareholding in any company; or 21.5.3. has acquired by cession the right to enforce the restraints embodied herein. 21.6.
A standard successors and assigns clause would be something like: "This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns." A successor is a third party that either acquired or merged with one of the parties to the agreement.
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 …
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.
Save Deed included "heirs, successors, and assigns" of the grantee. What does that mean? The grantee of a warranty deed of real property in Florida was a Florida registered LLC which was in administrative dissolution. The deed included the LLC's "heirs, successors, and assigns forever" as grantee along with the LLC itself.
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.
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 ...
[A "successor" is a person who steps in to the shoes of a party, that is, "succeeds" to the interests of a former owner. An "assign" is the recipient of the property of a party, who has been given the assets of a predecessor owner by "assignment." Generally, a "successor" buys a whole company; an "assign" just buys its assets.]
A typical successors and assigns clause simply states, "This agreement is binding upon, and inures to the benefit of, the parties and their respective successors and assigns.". The purpose of a successors clause is to bind a business' successors or assigns to the terms of the agreement in the event of a transfer.
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.) Source
Raymond Todd Burbine. 'heirs, legal representatives, and assigns of individuals' may cause problem. Therefore, a buyer should get title insurance, so that there is no problem in future. Title insurance Company do a thorough title search. In Florida, it is a little easier as mostly deeds and liens of records would matter.
General Contract Clauses: Successors and Assigns by Practical Law Commercial Transactions 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.
The successor clause, a contractual provision stipulating that the terms. of the collective bargaining agreement will be binding upon any successor. to the employer or union,7 may serve to alleviate some of this post-trans- fer uncertainty.' Because the National Labor Relations Board' (NLRB) Does successors in title include tenants? A ...
Purpose. This download provides the Realtek* High Definition Audio Driver for the 3.5mm audio jack on the Intel® NUC Kits NUC8i7HxKx when using Windows® 10 & Windows 11*. This audio driver is required if you plan to connect a microphone or headset to the audio jack or want to use the TOSLINK connection on the back of the Intel NUC.