meaning of successors or assigns

Successors or Assigns definition

Examples of successors or assigns in a sentence.

The State, or its Successors or Assigns , recognizes the Union for the purposes of collective bargaining as the exclusive representative of all employees in the unit certified by the Connecticut State Board of Labor Relations, in Case No. SE-4728, Decision No. l703, issued January 5, 1979, including, temporary and durational employees, excluding all others, provided that this Agreement shall not apply to non-permanent employees who are appointed on a emergency, provisional, summer or intermittent basis.

The Plan shall be binding upon and shall inure to the benefit of the Corporation, its Successors or Assigns and the Corporation shall require any Successor or Assign to expressly assume and agree to perform the Plan in the same manner and to the same extent that the Corporation would be required to perform it if no such Succession or Assignment had taken place.

Executive's employment with the Company and of its Successors or Assigns is "at will," and, subject to the terms and conditions of this Agreement, may be terminated by Executive or the Company at any time.

Executive's employment with the Company and of its Successors or Assigns is "at will" and, subject to the terms and conditions of this Agreement, may be terminated by Executive or the Company at any time.

It is further understood that our mortgage application may be selected by the Lender and/or its Successors or Assigns for POST-CLOSING QUALITY CONTROL REVIEW.

In the event our loan is selected for the Quality Control Review, we agree to cooperate and hereby authorize the Lender and/or its Successors or Assigns to verify the information provided in connection with our application.

S ection 5 Ordinance Binding Upon Successors or Assigns of the County.

Section 5.2 Successors or Assigns (a) This Guaranty shall bind the successors and assigns of the Guarantor and shall inure to the benefit of Raytheon and its successors and assigns.

Executive’s employment with the Company and of its Successors or Assigns is “at will” and, subject to the terms and conditions of this Agreement, may be terminated by Executive or the Company at any time.

For projects where the potable water, non-potable irrigation water and/or wastewater systems or portion(s) thereof are not conveyed to the Board, the Record Drawings shall contain a disclaimer stating: "On-site potable water, non-potable irrigation water and/or wastewater systems shall be owned, operated and maintained by the Master Condominium/Homeowner’s Association, its Successors or Assigns " (or other comparable private ownership).

Related to Successors or Assigns

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.

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.

Heirs means those persons, including the surviving spouse, who are entitled under the statutes of intestate succession to the property of a decedent.

the other party means, with respect to the Company, Parent and means, with respect to Parent, the Company.

Permitted Assignees shall have the meaning set forth in Section 3(e) hereto;

Releasing Parties means each of the following, solely in its capacity as such: (a) the Debtors;(b) the Consenting Stakeholders; (c) the Notes Trustee; (d) the RBL Administrative Agent; (e) the RBL Lenders; (f) the DIP Lenders; (g) the DIP Agent; (h) the Reorganized Debtors; (i) the Exit Facility Agents;(j) the Exit Facility Secured Parties; (k) the Committee and the members thereof, if any (solely in their capacity as such); (l) all holders of Claims and Interests not described in the foregoing clauses (a) through (k), provided that any such holder of such Claim or Interest that opts out of by objecting to the releases contained in the Plan shall not be a “Releasing Party”; and (m) with respect to each of the foregoing Entities in clauses (a) through (l), such Entity and its current and former Affiliates and subsidiaries, and such Entities’ and their current and former Affiliates’ and subsidiaries’ current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such collectively.

Subject Matter means the Unit as finally described in the Sectional Plan, read together with the Register;

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,

Assignees has the meaning specified in Section 10.07(b).

and Lessor s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or lessees, and making such alterations, repairs, improvements or additions to the Premises or to the Building, as Lessor may reasonably deem necessary. Lessor may at any time place on or about the Premises or Building any ordinary "For Sale" signs and Lessor may at any time during the last one hundred eighty (180) days of the term hereof place on or about the Premises any ordinary "For Lease" signs. All such activities of Lessor shall be without abatement of rent or liability to Lessee.

Ability to Organize Full Abilities Limited Abilities Comments: Memory: Full Abilities Limited Abilities Comments: Social Interaction: Full Abilities Limited Abilities Comments: Communication: Full Abilities Limited Abilities Comments: Please identify the assessment tool(s) used to determine the above abilities (Examples: Lifting tests, grip strength tests, Anxiety Inventories, Self-Reporting, etc. Additional comments on Limitations (not able to do) and/or Restrictions (should/must not do) for all medical conditions:

Releasing Persons means, collectively, the Releasing Plaintiff Persons and the Releasing Defendant Persons.

Causes of Action means any claim, cause of action (including Avoidance Actions or rights arising under section 506(c) of the Bankruptcy Code), controversy, right of setoff, cross claim, counterclaim, or recoupment and any claim on contracts or for breaches of duties imposed by law or in equity, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. Causes of Action also include: (a) all rights of setoff, counterclaim, cross-claim, or recoupment, and claims on contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) all claims and defenses set forth in section 558 of the Bankruptcy Code.

Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

Indemnified Parties shall have the meaning assigned to such term in Section 8.02.

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.

Other Parties shall have the meaning set forth in Section 10.7(c).

the/this Agreement means the agreement as set out in this document and the Appendices hereto;

Releasing Party means, collectively, each of the following in their respective capacities as such: (a) the Debtor and the Reorganized Debtor;(b) the parties to the Restructuring Support Agreement; (c) the DIP Lender; (d) with respect to the Debtor, the Reorganized Debtor, and each of the foregoing Entities in clause (b), each of their current and former affiliates; (d) with respect to each of the foregoing Entities in clauses (a) through (c), such Entities’ predecessors, successors and assigns, subsidiaries, affiliates, managed accounts or funds, and all of their respective current and former officers, managers, directors principals, direct and indirect shareholders, direct and indirect members, direct and indirect partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, agents and other professionals, and such Persons’ respective heirs, executors, estates, servants and nominees; and (e) Holders of a Claim or Interest; provided, however, that such Holder shall be neither a Releasing Party nor a Released Party if it: (i) is the Holder of an Interest in a Class that is entitled to vote and such holder (x) votes to accept or reject the Plan and (y) elects on its Ballot to opt out of the releases contained in Article VIII of the Plan; (ii) is the Holder of an Interest in a Class that is entitled to vote and such holder does not return a ballot accepting or rejecting the Plan; (iii) is the Holder of an Interest in a Class that is entitled to vote and such Class votes to reject the Plan; or (iv) is the Holder of a Claim that is Unimpaired under the Plan that timely files with the Bankruptcy Court on the docket of the Bankruptcy Case an objection to the releases contained in Article VIII of the Plan that is either (a) uncontested by the Debtor or (b) sustained by the Bankruptcy Court (a “Release Objection”); provided further, however, that the parties to the Restructuring Support Agreement shall not be entitled to opt out of the releases contained in Article VIII of the Plan.

Exculpated Parties shall have the meaning set forth in Section 13.1 hereof.

Attorneys Fees and Costs” means (a) fees and out‑of‑pocket costs of Lender’s and Loan Servicer’s attorneys, as applicable, including costs of Lender’s and Loan Servicer’s in-house counsel, support staff costs, costs of preparing for litigation, computerized research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating, process service, videotaping and similar costs and expenses; (b) costs and fees of expert witnesses, including appraisers; (c) investigatory fees; and (d) the costs for any opinion required by Lender pursuant to the terms of the Loan Documents.

Actions or Proceedings means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority investigation or audit.

Maximum extent practicable means the highest level of performance that is achievable but is not equivalent to a performance standard identified in this ordinance as determined in accordance with S. 055 of this ordinance.

Affiliates means, with respect to the Contractor, any of its corporate affiliates or associates, including parent entities, subsidiaries, and other entities in which it owns a substantial interest.

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 and assigns

Successors and assigns clause samples

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

04/10/2020 (CLOUDASTRUCTURE, INC.)

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

05/11/2016 (GrowGeneration Corp.)

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

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

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

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

03/01/2017 (Seritage Growth Properties)

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

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

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

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

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

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

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

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

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

08/15/2016 (Goodman Networks Inc)

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

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

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

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

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

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

06/21/2018 (ZTO Express)

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

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

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

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

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

12/20/2016 (Destination Maternity Corp)

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

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

05/07/2018 (MESA AIR GROUP INC)

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

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

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

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

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

10/02/2020 (Pivotal Investment Corp II)

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

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

12/11/2018 (Legacy Housing Corp)

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

03/11/2019 (Dermavant Sciences Ltd)

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

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

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

07/26/2019 (Crypto Co)

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

04/25/2019 (Long Blockchain Corp.)

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

08/21/2017 (Helpful Alliance Co)

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

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

05/24/2019 (Dermavant Sciences Ltd)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

09/06/2016 (PostAds, Inc.)

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

03/29/2018 (SUMMER ENERGY HOLDINGS INC)

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

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

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

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General Contract Clauses: Successors and Assigns | Practical Law

General Contract Clauses: Successors and Assigns

Practical law standard clauses 3-523-8024  (approx. 8 pages).

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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