Assignments of Contracts. Assignments of all Contracts and other intangible assets included in the Broadcasting Assets to be transferred pursuant to this Agreement; and
Assignments of Contracts. Buyer and Seller acknowledge that -------------------------- certain of the Contracts included in the Purchased Assets, and the rights and benefits thereunder, may not, by their terms, be assignable. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or adversely affect the rights under any such Contract of Buyer or Seller thereunder. In such event, Seller will cooperate with Buyer and use its best efforts to provide for Buyer all benefits to which Seller is entitled under such Contracts, and any transfer or assignment to Buyer by Seller of any such Contract or any right or benefit arising thereunder or resulting there from which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Seller shall use its best efforts to obtain such consents and approvals. If and when any such consent or approval shall be obtained or such Contract shall otherwise become assignable to Buyer, Seller shall promptly assign all of its rights thereunder to Buyer. Until such time, Seller shall not enter into any amendment of any such Contract without the prior written consent of Buyer.
Assignments of Contracts. Any of the Contracts to be included in the Purchased Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of Seller and/or the Station that are not, by their terms, assignable, are identified by an asterisk on Schedule 1.1.7. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Contract so identified, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Contract of Buyer or Seller thereunder. However, in such event, upon request of Buyer, Seller will cooperate with Buyer in all lawful ways to provide for Buyer all benefits to which Seller is entitled under such Contracts so long as Buyer undertakes to perform or cause to be performed the obligations of Seller under such Contracts, and any transfer or assignment to Buyer by Seller of any such Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Seller will use its best efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of the Contracts. Buyer will cooperate with Seller, to the extent reasonably requested by Seller, to obtain any such consents, provided, however, that Buyer shall have no obligation to make substantial expenditures or grant any substantial financial accommodation to obtain any such consent. Consent to the assignment of all contracts marked with a double asterisk (the "Material Contracts") must be obtained as a condition precedent to Buyer's obligation to close the transactions contemplated by this Agreement unless such consent is waived by Buyer.
Assignments of Contracts. Notwithstanding any other provision of this ------------------------ Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Seller, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be done all such things as will, in the opinion of Purchaser, be necessary or proper in order that the obligations of Seller under such contracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, and for, and to facilitate, the collection of the monies due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Seller shall promptly pay over to Purchaser all monies collected by or paid to it in respect of every such contract, claim or demand to the extent such monies are earned by the Purchaser on or after the Closing Date. Nothing in this Section 14 shall ---------- relieve Seller of its obligation to obtain any consents required for the transfer of the Assets and all rights thereunder to Purchaser.
Assignments of Contracts. (a) The Assignment of Contracts - Borrower (the “Assignment of Contracts - Borrower”) from Borrower in favor of Agent for the benefit of Agent and Lenders, dated as of even date herewith.
Assignments of Contracts duly executed by Seller conveying to Buyer Seller’s interest in the Contracts and in all Assets which are leased by Seller;
Assignments of Contracts. Assignments of all Sellers' right, title and interest in, to and under all contracts and other intangible assets included in the Broadcasting Assets.
Assignments of Contracts. The Seller shall have obtained all the authorizations, consents, waivers and approvals required in connection with the assignment of those principal contracts, agreements, licenses, leases, and other commitments necessary to the operations of the Business as set forth in Schedule 5.01(e) hereto and to be assigned to the Buyer or its Designated Subsidiary pursuant to this Agreement, or shall have entered into a Subcontracting Agreement with respect thereto on terms satisfactory to Holdings and the Buyer consistent with the understanding that the economic risks and benefits of the Business from and after the Closing Date shall be solely for the account of the Buyer or its Designated Subsidiary.
Assignments of Contracts. Duly executed assignments of those Contracts entered into by Seller on xxxalf of, or for the benefit of, Target, as set forth on Schedule 3.2(a)(xiii).
Assignments of Contracts. There are no contracts to be assigned or assumed.
