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What does successors and assigns mean in a management contract.

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

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

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

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

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

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

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

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

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

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

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

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

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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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How to Control the Contract with And Or Assigns in Real Estate Deals

There are three dynamic words that you can use in your real estate transactions that will give you many more options than you ever thought possible. These three words are “ and or assigns ”. Another way to write it out more fully is “ its successors and or assigns ” but either way gives you all the control over the contract.

It is very amazing what these few little words can do for you when you are investing in real estate.

Here is what you can write next to your name in a contract to allow you to control the contract:

• John Doe and its successors and or assigns
• John Doe and its successors and/or assigns
• John Doe and or assigns
• John Doe and/or assigns

When you enter into a contract to buy real estate as a buyer, the contract usually has your name as the buyer and the seller’s name as the seller.

This is to be able to assignment of contract in real estate transactions.

This contract enters you and the seller into an agreement that you will be buying the property from the seller at a given price. Your only option is for you to go through with the purchase of the property yourself.

Listen to the Its Successors And Or Assigns Podcast here:

Now if you add ” its successors and or assigns ” after your name as the buyer, your options have just increased greatly in what you can do with the contract and property.

A contract with “ its successors and or assigns ” after your name as the buyer.With the phrase “ and or assigns ” added to your name as the buyer, you are basically saying:

The buyer reserves the right to lease, rent, repair, assign to someone else, or sell the property for a profit.

Specific language to use in the assignment of contract in real estate for or against “ its successors and or assigns ”.

If you wanted to be much more specific, you could add this as a clause to your contract:

“The Buyer reserves the right to assign this contract in whole or in part to any third party without further notice to the Seller; said assignment not to relieve the Buyer from his or her obligation to complete the terms and conditions of this contract should be assigning default.”

Watch the And/Or Assigns Lesson Here: 

If you are the seller and you do NOT want the buyer to be able to assign the contract by using “its successors and or assigns “, you can put this in the language of the contract:

“The Buyer agrees not to assign this contract in whole or in part to any third party.”

Current Deal With Its Successors And Or Assigns

The most recent property that I entered into a contract for purchase came with a contract just like this.

I am currently in the escrow process for this property in I will hopefully close very soon.

Because I am a buy-and-hold investor , I usually am in the receiving end of an assignment contract. The person I am receiving the assignment from will make $2000 from the assignment of the contract to me.

So basically I am paying the whole seller who found the property $2000 for finding the property and assignment of contract in real estate to me.

Some people may be concerned that they are paying $2000 to someone for assigning a contract but I don’t personally care. Obviously I like to spend as little money as possible on a property but without this wholesaler assigning the contract to me, I would not have found this terrific property.

This one property will make me $500 in passive income each month after expenses so I am totally fine with paying someone $2000 for the contract of the property.

Now that I explained how I have used it in the past, let me give you the pros and cons for using “ and or assigns ” in your contracts.

Pro’s and Con’s for Its Successors And or assigns

Gives you control over the contract and property.

When you enter into a assignment of contract in real estate without “ its successors and or assigns ” your only option is for you to purchase the property as the contract states.

You cannot get a third party involved in the deal with you. You also are not able to assign the contract to a third-party for a fee as in the case stated above.

By adding “ its successors and or assigns ” after your name as the buyer, you now have the rights to lease, rent, repair, assign, or sell the property for profit.

You can even go through with the purchase as originally intended with you is the buyer and not do any assigning.

You Get Paid An Assignment Fee as the Broker of the Deal

If you are the assigning party, you add a fee into the transaction so you get paid as the dealmaker between the seller and buyer.

There are no added expenses on your end because you are getting paid a fee that is specified in the contract, and agreed to by the seller and buyer.

If you find a property that a sellers willing to sell the property for $100,000, you turn around and market it for sale to an investor for $110,000, the difference is yours as an assignment fee.

Depending on what the buyer and seller agree with you is an adequate assignment the, you could make a lot of money.

Informs the Seller of Your Intent to Purchase the Property Yourself

The contract itself is stating to the seller your intent to purchase the property. Just because you put “ its successors and or assigns ” does not mean that you will not follow through with the purchase of the property yourself.

It does not lock you into assigning to a third party.

You can still go through with the purchase yourself.

Informs the Seller of Your Intent to Possibly Assign the Contract to Somebody Else for a Profit

Honesty and transparency is always the best policy in all business dealings.

If it is even a possibility that you may assign a contract to someone else, it would be wise to let the seller know ahead of time by putting in the phrase “ its successors and or assigns ” into your contract.

The last thing you want is for you to go to the closing of escrow on a property you are purchasing and have problems.

Not informing the seller ahead of time your intent to assign the contract to someone else may cause major problems with the seller if feel they were misled or deceived.

This will greatly hinder the assignment of contract in real estate.

You Can Make Money as the Broker of the Deal with Another Buyer

As in the case stated above with my most recent property, the person assigning me the contract is making $2000 on this one transaction.

It is not uncommon for wholesalers to make anywhere from $1500-$5000 on an assignment of a contract to an investor.

I personally don’t mind paying an assignment fee as long as the numbers work out well for the property. I make sure that the numbers work in my favor even with the assignment fee.

So if I see a property I want to buy as a rental, I run all my numbers first to make sure it will be a good investment and subtract the assignment fee.

This is basically making the seller pay for the assignment fee and not myself.

Even if it were myself paying the assignment fee, as long as the numbers add up in my favor, I will still pay the assignment fee without hesitation.

If you think about it, you would already pay a realtor 3% for representing you as your agent.

Either way you are still paying for someone to help facilitate the transaction unless you find the seller yourself.

You Will not be in the Chain of Title

When any change of ownership is done on a property, the recorder’s office of your local county records the name of who held ownership.

If you buy a property and then sell it five minutes later, there will be two recorded documents for the assignment of contract in real estate.

The first document will be your purchase from the seller and the second would be your sale to a buyer.

Here is what it would look like:

Transaction 1 : Seller John Doe  to  Buyer Joe Smith Transaction   2 : Seller Joe Smith  to  Buyer Matt Jones

The chain of title now holds Joe Smith as a previous owner.  This is not necessarily a bad thing; it is just something else to take note of.

Less Money for Buyer and Seller Since No Realtors are Involved

Depending on how much the assignment fee is and the purchase price of the property, an investor can save lots of money going through a wholesaler within assignment fee.

If you purchase a property for $300,000 and use a realtor, more than likely you will be charged 3% for the realtor representing you as the buyer’s agent.

There also be another 3% the seller has to pay to his realtor as the seller’s agent. That would be a total of 6% being paid as realtor fees.

$300,000 X 6% = $18,000

If you used a realtor for this deal, $18,000 would go to them. A wholesaler’s transaction fee of $5000 does not sound all that bad. You are actually saving lots of money by paying a transaction fee instead of using realtor.

One Set of Closing Costs Instead of Two

If you bought whenever you purchase a property, there are a lot of expenses that are incurred which are called closing costs.

When you look at the HUD statement of a property are purchasing, you will see many expenses that the title company charges as well as the county government charges for the transaction.

Here are some charges you will most likely see in your transaction:

• Settlement or closing fee
• Abstract or title search
• Title examination
• Title insurance binder
• Outside closing fee
• Title insurance
• Attorney’s fees
• Lender’s coverage
• Owner’s coverage
• Shipping or overnight fee
• Wire transfer fee
• Recording fees
• Government taxes

By assigning a contract there is only one transaction and all of these fees are only paid one time. If you go through with two transactions you are basically doubling the costs involved because you are having two closings back to back.

Down sides to Its Successors And/Or Assigns

Most people don’t know what its successors and or assigns means and can get scared off.

Most people you encounter are not real estate investors. They do not understand what you do about real estate. They do not know real estate is really all about the numbers.

If the property value, expenses, price, rents, etc. all line up to be a good investment property, it is a good investment for you to buy.

Home owners are not investors. They do not understand that a house is just an investment to you. They get emotionally tied to “Their” house and become “emotionally invested” in the house.

Since you are an objective third party who is looking to profit off “their” house, they may get upset and view you as an enemy who is taking advantage of them.

The best way around this is to address their “Need” for selling the property. Maybe they “need” to sell the property because they are moving to another state and need the money to purchase a new home.

Focus your conversation on how “ its successors and or assigns ” will allow you to help them accomplish their move in the assignment of contract in real estate.

You are going to be working for them finding the best person to help them out of their situation. Being there for them and you are going to take care of their problem.

You May Have to Educate the Buyer and Seller what assignment of contract in real estate Is and Is Not

Since most home owners are not investors, you may have to educated the seller on what “its successors and/or assigns ” means for you as the buyer AND them as the seller.

This may take some time to “convince” the seller that by using “ its successors and or assigns ” in your contract will allow you to accomplish the goal of helping them to sell their house.

Explain that “its successors and or assigns ” will:

• Take care of their need to sell the property
• Save them money
• Allow you to go to work for them
• Give you the ability to structure a deal that will best suit their need of selling the property
• Already have an agreed upon price that is going to the seller
• Not change the contract you already have signed with them

Explain that “its successors and or assigns ” will not:

• Take money from them out of the deal
• Make them “lose” their property
• Is not going to take advantage of them
• Not destroy the property that they love
• Have hidden costs, fees, etc. because everything is disclosed in the beginning

Bank Owned Properties Usually Will Not Accept an Offer with “ And/Or Assigns ”

Banks seem to always put in their contracts the “not assignable” verbiage to prevent assignments of the contracts. I have yet to purchase a house from a bank that allows a buyer to assign the contract, whole or in part, to a third party.

If Your Buyer Who you are Signing the Property You Backs Out, It Looks Bad on YOU As An Investor

Usually investors know other investors who are interested in buying real estate. If you are a wholesaler, you should have a “Buyers” list. This is a list of investors that are ready to purchase property that fit their criteria.

I am on many wholesalers “Buyers” list all across the country. Because I purchase so many properties, I look for deals everywhere I can.

A problem may arise if you as the wholesaler sets up an assignment deal with a home owner and an investor and the deal has problems. It is your name on the line as the broker of the transaction between the two parties.

For example: A seller needs the home sold by July 15 th so they can move onto purchase their next home.

The closing date you set up with the seller and the investor is the 15 th of July and everything is moving along just fine.

On the 15 th , the investor has trouble wiring the money to the escrow company and the deal is delayed.

The seller is now having problems with purchasing their new house and are not able to proceed because the sale does not go through on their old one.

This looks bad on you as the broker of the deal.

Also, if the problem is with the seller, the investor that you are working with may not buy through you again because you caused problems with this deal and they don’t want to use you anymore.

Real estate is a people business. If your name in the business is a bad one, you will not be able to last long because people will not trust you.

You are Still on the Hook for the Contract

In the example above, if your investor does not follow through with the purchase, you are now liable for the purchase of the property.

The contract with you and your seller are still in force and they can come after you for breach of contract.

At least, your earnest money you put down for the property will go to the seller.

The Buyer and Seller May Question How Much Money You Are Making in the Deal

This will most likely come up. Not usually from the investor because as long as the numbers line up it will still be a good deal to move forward with.

The seller on the other hand may be upset that you are making money that “Should” be theirs. In reality, this is not the case. You are basically acting as the agent brokering a sale.

Much like a realtor, you are helping them find a buyer for their property.

The best way to show them they are benefiting from this transaction, show them how much it would cost if they were to go through a realtor.

Show them realtors will take 6% from the deal and you are only taking a small portion of that in the assignment of contract in real estate.

**What Happens When You Get Stuck With A Contract?**

Also, if you do use the “ its successors and/or assigns ” in your assignment of contract in real estate, you are not stuck with a contract. There are many options for a good property with a good contract that you can assign.

I get asked this question all the time. “What can you do if you can’t assign a contract”?

This does sound scary, that you are forced to buy a house…

But this is totally not the case. I wrote an extensive article on what to do with the contract you already have. You can check it out here :

How have you seen “ its successors and/or assigns ” in your real estate dealings?

Leave me a comment below to share how you have used its successors and/or assigns to make money in real estate.

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The “Successors and Assigns” Provision and Successor Liability

18 August 2021 15 February 2013 | Ken Adams

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

The shortcomings of traditional contract language come in varying degrees of subtlety. At the unsubtle end of the spectrum is the “successors and assigns” provision. It’s utterly standard, but it’s also, um, problematic.

I tackled the “successors and assigns” provision in this 2006 post , and I thought that was that, but recently it resurfaced. First, a reader asked me what I thought of this 2008 post by Alan Sklover and whether its advice applied in an M&A context. On looking at it, I recalled that I had posted a comment to it, and that Al and I had exchanged comments to my post.

Then I noticed that Brian Rogers had included a “successors and assigns” provision in the sample contract for the sale of goods that he offered to the gods of crowdsourced contracts. In a comment to his post about his contract ( here ), I asked Brian why he had included a “successors and assigns” provision. He replied as follows:

As to the successors and assigns clause, my concern is the situation Robert Sonenthal describes in his comment to the post you linked to — that a purchaser in an asset sale (in which the Buyer in this contract for the sale of goods is selling its business) might leave behind a contract that benefits my client (which is the Seller in this contract for the sale of goods). I’ll have to keep noodling on that (and researching). Any thoughts from you or others would be quite welcome.

Here’s the bulk of Robert’s comment:

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.

And Al Sklover makes the same point in his post:

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.

So the notion is that a “successors and assigns” provision could help you if the other party sells its assets and excludes from that deal its contract with you. But it’s clear that a “successors and assigns” provision would be of no help.

Consider the following (citations omitted) from Asset Acquisitions: Assuming and Avoiding Liabilities , an article by Byron F. Egan in the Winter 2012 Penn State Law Review (PDF here ):

Until about 35 years ago, the general (and well-settled) rule of successor liability was that “where one company sells or transfers all of its assets to another, the second entity does not become liable for the debts and liabilities” of the transferor. This rule was derived in the corporate world of contracts between commercial equals, where both parties were knowledgeable and had access to sophisticated advice. Two justifications historically have been given for the rule. First, it “accords with the fundamental principle of justice and fairness, under which the law imposes responsibility for one’s own acts and not for the totally independent acts of others.” The second justification is based on the bona fide purchaser doctrine, which holds that a purchaser who gives adequate consideration and who has no knowledge of claims against the item purchased, buys the item free of those claims. More recently, however, the theory of successor liability has evolved and expanded as the result of a series of clashes between conflicting policies. This is a recurring theme throughout the successor liability cases, as the benefits attendant to a corporation’s ability to sell its assets in an unrestricted manner are balanced against other policies, such as the availability of other remedies to the injured party, and who can best bear the cost of protecting persons in the same situation as the plaintiff.

Byron’s article goes on to discuss “nine different theories under which one or more types of a predecessor’s liabilities could be imposed upon a successor.” But none of those nine theories relies on the “successors and assigns” provision.

So there’s nothing to support the notion that the “successors and assigns” provision can help you if you’re left stranded when the other party to a contract sells its assets. Anything that suggests otherwise will just create confusion. If on the other hand I’m the one who’s mistaken, I’ll happily eat crow.

Note that in the case of a merger, the surviving entity acquires all the liabilities of the target, so there’s no risk of being left high and dry.

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.

4 thoughts on “The “Successors and Assigns” Provision and Successor Liability”

• Pingback: Sample Contract for the Sale of Goods Revisited

Ken, not sure about eating crow, but here is a good way to eat rook: http://www.youtube.com/watch?v=gvm6mN-LSbE

I agree with your conclusions. The wording of these clauses gives a clue to their peculiarity. Why “assigns” and not “assignees”, and why “inure”? The clause seems to be preserved in aspic.

Surely if the objective is to impose an obligation on a party to ensure that any assignee is bound, there should be a direct obligation on that party to do so (eg “X shall ensure…”), rather than have the indirect language (“shall be binding on”) that is typically seen? This indirect language looks kind-of like an automatic transfer of a property interest, which doesn’t make sense in this context under English law.

Mark: I like your solution.

Ken, As an Insurance Investigator with 35 years of experience, I find your comments regarding “successors and assigns” on point. There is, however, one other purpose for using the phrase, that being to commit fraud. The clause provides a gateway for transferring income and assets into a private LLC from, for example, a retirement investment account, especially in a relationship where commingled funds are utilized. The accounts are typically self-directed, so no fiduciary standard is require to be met by the service provider, the investors are shareholders, and considered Class 2 investors. When the money is directed into the account and becomes commingled, the service provider now owns the investor’s money. The regulatory agency typically only requires a Level 3 audit, and by law the Plan Sponsor is not allowed to audit the service provider. These minimum audit requirements create a caustic example of “zero risk” for the service provider, which opens the door for potential investor fraud.

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General Contract Clauses: Successors and Assigns

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

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