Common use of Assignment; Affiliates Clause in Contracts

Assignment; Affiliates. Neither party may assign its rights under this Agreement or any interest therein, or attempt to have any other person or entity assume its obligations under this Agreement, without the prior written consent of the other party hereto. However, the parties agree that all rights granted to ABCN hereunder are also applicable, in whole or in part, to Affiliates of ABCN for use in connection with the ABCN System. The parties also agree that HTS shall draw upon the resources of the other EchoStar Affiliates as it deems reasonably necessary to perform its obligations hereunder. HTS represents and warrants to ABCN that among the various EchoStar Affiliates, HTS is the EchoStar Affiliate with the ownership of or other rights to the EchoStar Software, Licensed Receiver Products, and other matters which are the subject of this Agreement or, to the extent HTS is not the owner or rights holder, HTS has obtained access to the personnel and resources of the applicable EchoStar Affiliates necessary for HTS to perform fully the obligations of HTS hereunder. To the extent that HTS is the possessor of the personnel, assets or knowledge necessary to perform any other EchoStar Affiliate's obligations under any of the other Transaction Documents, HTS shall make the same available to such other EchoStar Affiliate (without any cost to or obligation by ABCN) as necessary or appropriate for such other EchoStar Affiliate to perform such other obligations under such other Transaction Documents. Each of ABCN and HTS may assign its rights and liabilities to an Affiliate, provided that ABCN and HTS shall remain responsible for their respective obligations hereunder, notwithstanding any such assignment.