Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. This (a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns. Neither Owner nor the This Agreement is of a personal nature with respect to Company, and therefore Company may assign its rights shall not assign, sub-license, encumber or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all transfer this Agreement or any of its rights and related or obligations hereunder hereunder, directly or indirectly, whether pursuant to any change of its controlled affiliatesownership, control or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactionsotherwise, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the CompanyProvider’s prior written consent shall not be unreasonably withheldapproval of the same in each instance. Any purported attempted assignment sub-license, encumbrance or transfer by Company in violation of the provisions of this Section 15 is null and foregoing shall be void and of no force or effect. For Provider shall have the avoidance right to assign, encumber and/or transfer any or all of doubtits rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company agrees provides unique goods and services under this Agreement that that a sale of Owner are personal in its entiretynature to the Company, whether directly or indirectly and whether (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by merger, asset sale, stock sale or otherwise, shall not constitute an the assignment for purposes of this Agreement or otherwise require by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the consent “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (iiy) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who Provider shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services exercise its right to terminate this Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject pursuant to all section 365(e)(2) of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunderBankruptcy Code.

Benefit and Assignment. This Agreement shall be binding upon and ---------------------- shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Owner nor Subject to the Company provisions of Section 10.7 with respect to the Seller assigning its rights (in whole or in part) under this Agreement to a Qualified Intermediary, and provided that Seller shall be permitted to sell, assign and/or transfer some or all of the Station Assets and/or this Agreement (in whole or in part) to its designee, assignee, trustee or other entity if it determines that it would be advisable to make such a transfer in order to make more certain or otherwise facilitate the consummation of the transactions contemplated hereby or the transactions contemplated by the Jacor Agreement ("Permitted Assignment"), neither party may voluntarily or involuntarily assign its rights or obligations hereunder interest under this Agreement without the prior written consent of the other party hereto; provided that (i) subject . Buyer shall not be permitted to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, under this Agreement without the prior express written consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliatesSeller, provided that no assignment Buyer may assign this Agreement to its primary lenders under this clause (ii) shall relieve Owner from its June 30, 1998 Credit Agreement, or any of its obligations or liabilities hereunder; and (iii) in successor Credit Agreement, as collateral for any indebtedness incurred pursuant to such Credit Agreement. Buyer agrees with respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees Permitted Assignment that it shall remaintake all such actions as are reasonably requested by Seller to effectuate such Permitted Assignment, including but not limited to cooperating in any appropriate filings with the FCC or other governmental authorities. All covenants, agreements, statements, representations, warranties and indemnities in this Agreement by and on behalf of any third party engaged by it shall be, subject to all of the applicable terms parties hereto shall bind and conditions inure to the benefit of this Agreement. Furthermore, Owner acknowledges that an engagement described in their respective successors and permitted assigns of the immediately preceding sentence shall not constitute an assignment hereunderparties hereto.

Benefit and Assignment. (a) The Company shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Purchaser and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, the Company shall be entitled, without the consent of Purchaser, to assign the Company's rights hereunder to any direct or indirect wholly-owned subsidiaries of the Company to which the Company shall have assigned the rights of the Company to the Assets of the Stations under the Gannett Purchase Agreement in accordance with the terms of the Gannett Purchase Agreement (each a "COMPANY PERMITTED ASSIGNEE"); provided, that the Company gives Purchaser written notice thereof and any such Company Permitted Assignee shall be responsible for all representations, covenants and agreements of the Company hereunder as if such Company Permitted Assignee was a party hereto, and any such assignment shall not relieve the Company of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof). (b) Purchaser shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Purchaser shall be entitled, without the consent of the Company, to assign Purchaser's rights and interests hereunder (in whole or in part as to any Station) (i) prior to the Transfer Date, to any Affiliate of Purchaser (each a "PURCHASER PERMITTED ASSIGNEE"); provided, that Purchaser gives the Company written notice thereof and such Purchaser Permitted Assignee shall be responsible for all representations, covenants and agreements of Purchaser hereunder as if such assignee was a party hereto, and any such assignment shall not relieve Purchaser of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof), and (ii) from and after the Transfer Date, to any Person. (c) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor Except as set forth in Section 8.7, no Person, other than the Company may assign its rights parties hereto and their respective successors and assigns as permitted hereunder, is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company parties hereto. Except as set forth in Section 8.7, the covenants and (ii) Owner agrees that that a sale of the Company agreements set forth in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming shall be solely for the Company or sale of any commercial inventory associated with the Programmingbenefit of, in each case, not from any broadcast facilities leased and shall be enforceable only by, the parties hereto or leased from, Owner (other than independent contractors who shall be their respective successors and assigns as permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. 15.6.1. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party hereto and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, that the parties hereto acknowledge and agree that none of the transactions contemplated under the Transfer Agreement or the Trust Agreement shall constitute an assignment, in whole or in part, of any of the terms of this Agreement; provided further, however, Buyer shall be entitled, without the consent of Sellers, to assign its rights and interests hereunder (in whole or in part as to any Station) to any direct or indirect wholly-owned subsidiary; provided, however, that Buyer gives Sellers written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder. 15.6.2. Sellers acknowledge and agree that at the Closing for any Station, Buyer may require that Sellers transfer the Assets and Liabilities of such Station to a third party designated in writing by Buyer (a "Designee") at least ten (10) days prior to such Closing; provided, however, that (a) such Designee shall on or prior to the Closing Date assume all Assumed Liabilities with respect to the particular Station so transferred; (b) an FCC Order shall have been issued on or prior to the Closing Date authorizing such transfer; (c) the transfer to such Designee would not violate any Laws, (d) the transfer to such Designee would not delay in any respect the date for the Closing as required by the terms of this Agreement; (e) such transfer to a Designee shall not relieve Buyer from any of its obligations hereunder; (f) there shall be no assignment or transfer (actual or implied) of this Agreement to the Designee; (g) Sellers shall have no Liabilities to any such Designee under this Agreement, any Seller Document or otherwise; and (h) such Designee shall deliver to the Sellers a written certificate, pursuant to which the Designee acknowledges and agrees for the benefit of Sellers to the terms and conditions of the designation as described herein. The parties shall cooperate in all reasonable respects in making any modifications to the closing documents and deliveries that may be necessary or appropriate in connection with the transfer of Assets and Liabilities of any Station to any Designee pursuant to this Section 15.6.2. 15.6.3. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No Person, other than the Company may assign its rights parties hereto, is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment assigns as permitted hereunder.

Benefit and Assignment. (a) No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party hereto; provided, however, upon written notice to Seller, Buyer may assign all or any portion of Buyer's rights and obligations under this Agreement to one or more Permitted Assignees, provided, that (i) prior to or concurrently with such assignment, Buyer shall have represented, warranted and certified to Sellers in writing that (A) there are no facts or proceedings which would reasonably be expected to disqualify any such Permitted Assignee under the Communications Act or under the rules and regulations of the FCC from acquiring or operating the Station or would cause the FCC not to approve the assignment of the FCC Licenses to any such Permitted Assignee, (B) Buyer has no knowledge of any fact or circumstance relating to any such Permitted Assignee or any of any such Permitted Assignee's affiliates that would reasonably be expected to (1) cause the filing of any objection to the assignment of the FCC Licenses to any such Permitted Assignee, or (2) lead to a delay in the processing by the FCC of the applications for such assignment, and (C) no waiver of an FCC rule or policy is necessary to be obtained for the grant of the applications for the assignment of the FCC Licenses to any such Permitted Assignee, nor will processing pursuant to any exception or rule of general applicability be requested or required in connection with the consummation of the transactions herein, (ii) prior to or concurrently with such assignment, each such Permitted Assignee shall assume in writing all of Buyer's obligations to Seller, and each such Permitted Assignee shall deliver to Seller a certificate representing and warranting to Sellers as to the matters set forth in Article 4, (iii) notwithstanding such assumption, Buyer shall not be released from any liabilities or obligations hereunder, (iv) Buyer and any such Permitted Assignee shall be jointly and severally liable for the liabilities or obligations of Buyer and any such Permitted Assignee hereunder (including, without limitation, any obligation pursuant to Article 12 hereof), and (v) such assignment shall not cause a delay in the receipt of the FCC Order or the Final Order. Buyer may also assign, subject to compliance with the provisions of this Section 15.6, Buyer's right to acquire the FCC Licenses from Sellers to a wholly-owned subsidiary of Buyer (b) From and after the Closing Date, without releasing Buyer from any of Buyer's obligations hereunder, nothing herein shall prevent or limit Buyer from making a collateral assignment of Buyer's rights under this Agreement to any institutional lender that, directly or indirectly, provides funds to Buyer without the consent of the Seller. Seller shall execute an acknowledgment of such collateral assignments in such forms as Buyer or Buyer's institutional lenders may reasonably request; provided, however, that unless written notice is given to Seller that any such collateral assignment has been foreclosed upon (in compliance with the Communications Act and the rules and regulations of the FCC), Seller shall be entitled to deal exclusively with Buyer as to any matters arising under this Agreement or any of the other agreements delivered pursuant hereto. (c) Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No Person, other than the Company may assign its rights parties hereto, is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment assigns as permitted hereunder.

Benefit and Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company party may assign its rights or obligations hereunder under this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party hereto; provided that party’s consent, (i) subject to Section 26 of the Master Agreement, the Company may assign any or all or any of its rights and related obligations hereunder under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any of its controlled affiliates, “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising to any significant business unit or division of the Company, exchange accommodation titleholder as described in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that Revenue Procedure 2000-37 (x“EAT”) in the case of (but any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and not relieve a party of its obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (iAgreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the assignee other party shall assume cooperate with all reasonable requests of Buyer or Seller, as the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner case may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))be, and the Company agrees that it shall remainqualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, and any third party engaged by it shall Buyer or Seller, as the case may be, subject shall provide the other party with a written acknowledgement of such notice prior to all Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the applicable terms qualified intermediary at Closing and conditions Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunderqualified intermediary at Closing.

Benefit and Assignment. (a) CARC shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Operating Partnership and OPLLC; provided, however, that CARC may assign all of its rights and benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of CARC to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of CARC hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. (b) OPLLC shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Operating Partnership or CARC; provided, however, that OPLLC may assign all of its rights and benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of OPLLC to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of OPLLC hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. (c) Operating Partnership shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of CARC or OPLLC; provided, however, that Operating Partnership may assign all of its rights and benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of Operating Partnership to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of Operating Partnership hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No person or entity other than the Company may assign its parties hereto and any person or entity with rights of indemnification under Article V is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company parties hereto, and, except for the foregoing persons or entities having indemnification rights, the covenants and (ii) Owner agrees that that a sale of the Company agreements set forth in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming shall be solely for the Company or sale of any commercial inventory associated with the Programmingbenefit of, in each case, not from any broadcast facilities leased and shall be enforceable only by, the parties hereto or leased from, Owner (other than independent contractors who shall be their respective successors and assigns as permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. Except as hereinafter specifically provided in this Section 15.7 or in Section 11.1.3, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Seller (if the assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by any party of its rights and obligations under this Agreement, whether before or after the Closing, release such party from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may assign all or any portion of its rights and interest herein, (i) to any subsidiary of Buyer or to one or more entities controlling, controlled by, or under common control with Buyer and/or to the Exchange Agent in order to effect Buyer's deferred like-kind exchange in accordance with applicable requirements of the Code and the regulations of theDepartment of Treasury thereunder; provided, however, that such assignment shall not deprive Seller of any material rights or benefits or relieve Buyer of any obligations or liabilities under this Agreement or the other Buyer Documents, (ii) Seller shall not be obligated to expend funds or incur obligations or liabilities in connection therewith, (iii) Buyer shall indemnify and hold harmless Seller from and against any and all Losses arising or resulting from such like-kind exchange transaction, and (iv) such assignment shall not delay the grant of the FCC Order. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No person or entity other than the Company may assign its rights parties hereto is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment assigns as permitted hereunder.

Benefit and Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company party may assign its rights or obligations hereunder under this Agreement without the other party's prior written consent, which consent of the other party heretomay not be unreasonably withheld or delayed; provided that Seller may, at its option, assign this Agreement (in whole or part) and assign and transfer the Station Assets (in whole or part) to a trustee to hold and operate pursuant to a trust agreement, provided (i) subject to Section 26 such trustee assumes Seller's duties and obligations hereunder, (ii) such assignment shall not relieve Seller of its duties hereunder and (iii) Seller shall guarantee each of the Master Agreementduties and obligations of such assignee. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the Company may other party's consent, (i) assign any or all or any of its rights and related obligations hereunder under this Agreement to an Affiliate, provided that such assignment does delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any of its controlled affiliates, "qualified intermediary" as defined in Treas. Reg. Sec. 1.1031(k)1(g)(4) or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising to any significant business unit or division of the Company, exchange accommodation titleholder as described in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that Revenue Procedure 2000-37 (x"EAT") in the case of (but any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and not relieve a party of its obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (iAgreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 11.2(b), the assignee other party shall assume cooperate with all reasonable requests of Buyer or Seller, as the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner case may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))be, and the Company agrees that it shall remainqualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, and any third party engaged by it shall Buyer or Seller, as the case may be, subject shall provide the other party with a written acknowledgement of such notice prior to all Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the applicable terms qualified intermediary at Closing and conditions Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunderqualified intermediary at Closing.

Benefit and Assignment. (a) The Company shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of -75- 81 Purchaser and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, the Company shall be entitled, without the consent of Purchaser, to assign the Company's rights hereunder to any direct or indirect wholly-owned subsidiaries of the Company to which the Company shall have assigned the rights of the Company to the Assets of the Stations under the Gannett Purchase Agreement in accordance with the terms of the Gannett Purchase Agreement (each a "COMPANY PERMITTED ASSIGNEE"); provided, that the Company gives Purchaser written notice thereof and any such Company Permitted Assignee shall be responsible for all representations, covenants and agreements of the Company hereunder as if such Company Permitted Assignee was a party hereto, and any such assignment shall not relieve the Company of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof). (b) Purchaser shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Purchaser shall be entitled, without the consent of the Company, to assign Purchaser's rights and interests hereunder (in whole or in part as to any Station) (i) prior to the Transfer Date, to any Affiliate of Purchaser (each a "PURCHASER PERMITTED ASSIGNEE"); provided, that Purchaser gives the Company written notice thereof and such Purchaser Permitted Assignee shall be responsible for all representations, covenants and agreements of Purchaser hereunder as if such assignee was a party hereto, and any such assignment shall not relieve Purchaser of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof), and (ii) from and after the Transfer Date, to any Person. (c) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor Except as set forth in Section 8.7, no Person, other than the Company may assign its rights parties hereto and their respective successors and assigns as permitted hereunder, is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company parties hereto. Except as set forth in Section 8.7, the covenants and (ii) Owner agrees that that a sale of the Company agreements set forth in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming shall be solely for the Company or sale of any commercial inventory associated with the Programmingbenefit of, in each case, not from any broadcast facilities leased and shall be enforceable only by, the parties hereto or leased from, Owner (other than independent contractors who shall be their respective successors and assigns as permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. (a) Nothing in this Agreement, whether expressed or implied, is intended and shall not be construed to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties to it and their respective permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision contained herein give any third party any right of subrogation or action over against any party to this Agreement. (b) This Agreement shall be binding upon on, and shall inure accrue to the benefit of of, the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company ; provided, that Buyer may assign its rights or and obligations hereunder without following the prior written consent Closing to a purchaser of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company Business. (c) Buyer and each of the Sellers agree that, at any time on or prior to the Closing Date, Buyer may transfer to one or more of its direct or indirect wholly-owned subsidiaries any and all rights provided herein to purchase from Sellers the Purchased Assets and/or the Membership Interests; provided, however, that Buyer will guarantee the payment and performance by any and all of such Affiliates of Buyer’s obligations under this Agreement. In addition, Sellers agree that Buyer and such subsidiaries may grant a security interest in this Agreement and all other agreements to be entered into in connection herewith to the lenders who will provide financing for the transactions contemplated by this Agreement under any and all financing documents entered into with such lenders to secure Buyer’s and such subsidiaries’ obligations to such lenders under any such documents. (d) This Agreement may be assigned, in part, by Buyer to a third party buyer of the interests in any or substantially all of the assets comprising Real Property or the Membership Interests. For purposes of this Section 12.8, a “third party buyer” shall include any significant business unit Person or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause entity which (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, acquires all or any of its rights and related obligations hereunder to the interests in any of its affiliatesthe RE Holding LLCs, provided that no assignment under this clause (ii) shall relieve Owner from acquires all or any of its obligations the Real Property or liabilities hereunder; and (iii) provides financing to Buyer or any Person described in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entiretyor (ii). (e) Except as provided herein, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement may not be assigned by Buyer or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunderSellers.

Benefit and Assignment. This Agreement Except as hereinafter specifically provided in this SECTION 15.6, no party hereto shall be binding upon and shall inure to the benefit assign this Agreement, in whole or in part, whether by operation of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights law or obligations hereunder otherwise, without the prior written consent of the other party hereto; provided that (i) subject , and any purported assignment contrary to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment terms hereof shall be limited to those rights null, void and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, no force and (z) no assignment under this clause (i) shall relieve the Company effect. Without releasing Buyer from any of its obligations or liabilities hereunder; hereunder (iia) Owner may nothing in this Agreement shall limit Buyer's ability to assign, sell or transfer the Stations or the Assets in connection with a sale of stock or all or substantially all of Buyer's assets, or by merger, consolidation, or otherwise of Buyer or any affiliate of Buyer with (or to) a third party without the prior consent of Sellers (b) nothing in this Agreement shall limit Buyer's ability to assign the CompanyFCC Licenses (including the right to acquire the FCC Licenses at the Closing) to Chancellor Broadcasting Licensee Company or any other wholly-owned subsidiary of Buyer without the consent of Sellers, all and (c) nothing in this Agreement shall limit Buyer's ability to make a collateral assignment of its rights under this Agreement to any institutional lender that provides funds to Buyer without the consent of Sellers. Sellers shall execute an acknowledgment of such collateral assignments in such forms as Buyer or its institutional lenders may from time to time reasonably request; provided, however, that unless written notice is given to Sellers that any such collateral assignment has been foreclosed upon, Sellers shall be entitled to deal exclusively with Buyer as to any matters arising under this Agreement or any of its rights and related obligations hereunder to any the other agreements delivered pursuant hereto. In the event of its affiliatessuch an assignment, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 Agreement shall inure to the benefit of and be binding on Buyer's and/or Chancellor Broadcasting Company's successors and assigns as permitted hereunder. No person other than the parties hereto and the Seller Indemnified Parties and the Buyer Indemnified Parties is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes be entitled to bring any action to enforce any provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment Seller Indemnified Parties and the Buyer Indemnified Parties or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. (a) No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party hereto; provided, however, upon written notice to Sellers, Buyer may assign all or any portion of Buyer's rights and obligations under this Agreement to one or more Permitted Assignees, provided, that (i) prior to or concurrently with such assignment, Buyer shall have represented, warranted and certified to Sellers in writing that (A) there are no facts or proceedings which would reasonably be expected to disqualify any such Permitted Assignee under the Communications Act or under the rules and regulations of the FCC from acquiring or operating any of the Stations or would cause the FCC not to approve the assignment of the FCC Licenses to any such Permitted Assignee, (B) Buyer has no knowledge of any fact or circumstance relating to any such Permitted Assignee or any of any such Permitted Assignee's affiliates that would reasonably be expected to (1) cause the filing of any objection to the assignment of the FCC Licenses to any such Permitted Assignee, or (2) lead to a delay in the processing by the FCC of the applications for such assignment, and (C) no waiver of an FCC rule or policy is necessary to be obtained for the grant of the applications for the assignment of the FCC Licenses to any such Permitted Assignee, nor will processing pursuant to any exception or rule of general applicability be requested or required in connection with the consummation of the transactions herein, (ii) prior to or concurrently with such assignment, each such Permitted Assignee shall assume in writing all of Buyer's obligations to Sellers, and each such Permitted Assignee shall deliver to Sellers a certificate representing and warranting to Sellers as to the matters set forth in Article 4, (iii) notwithstanding such assumption, Buyer shall not be released from any liabilities or obligations hereunder, (iv) Buyer and any such Permitted Assignee shall be jointly and severally liable for the liabilities or obligations of Buyer and any such Permitted Assignee hereunder (including, without limitation, any obligation pursuant to Article 12 hereof), and (v) such assignment shall not cause a delay in the receipt of the FCC Order or the Final Order. Buyer may also assign, subject to compliance with the provisions of this Section 15.6, Buyer's right to acquire the FCC Licenses from Sellers to a wholly-owned subsidiary of Buyer (b) From and after the Closing Date, without releasing Buyer from any of Buyer's obligations hereunder, nothing herein shall prevent or limit Buyer from making a collateral assignment of Buyer's rights under this Agreement to any institutional lender that, directly or indirectly, provides funds to Buyer without the consent of the Sellers. Sellers shall execute an acknowledgment of such collateral assignments in such forms as Buyer or Buyer's institutional lenders may reasonably request; provided, however, that unless written notice is given to Sellers that any such collateral assignment has been foreclosed upon (in compliance with the Communications Act and the rules and regulations of the FCC), Sellers shall be entitled to deal exclusively with Buyer as to any matters arising under this Agreement or any of the other agreements delivered pursuant hereto. (c) Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No Person, other than the Company may assign its rights parties hereto, is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreementassigns as permitted hereunder. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.- 52 - 61

Benefit and Assignment. 11.8.1. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party hereto; provided, however, that prior to Closing, Purchaser may assign all or any portion of Purchaser's rights under this Agreement to Nassau Partnership or Nassau Operating Sub only if the following are satisfied prior to such assignment: (a) Purchaser shall have provided prior written notice to Seller, (b) such assignment to Nassau Partnership or Nassau Operating Sub would not cause any delay in the processing by the FCC of the applications for the transactions contemplated herein or the receipt of the FCC Order, (c) Purchaser shall not be released from any Liabilities under this Agreement, (d) Purchaser and the assignee shall be jointly and severally liable for the Liabilities of Purchaser under this Agreement, and (e) at the time of such assignment Nassau Partnership and Nassau Operating Sub shall own the same radio broadcast stations that Nassau Partnership and Nassau Operating Sub own as of the date of this Agreement; provided, further, that if the Closing has occurred and the FCC Order has not become a Final Order, then Purchaser shall have the right to assign all or part of this Agreement to any third party and Seller shall cooperate to effectuate such assignment. 11.8.2. Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No Person, other than the Company may assign its rights parties hereto, is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment assigns as permitted hereunder.

Benefit and Assignment. 17.1. This Agreement shall may not be binding upon and shall inure to the benefit assigned by either party, in whole or in part, either voluntarily or by operation of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights or obligations hereunder law, without the prior written consent of the other party heretoparty; provided provided, however, that Pappas may assign its rights and obligations under this Agreement to a▇ ▇▇▇▇liate to whom Pappas transfers all of the assets used in the operation of the Statio▇ ▇▇▇ interests in the Station (the "Permitted Affiliate Transferee"); provided, however, that (i) subject the Permitted Affiliate Transferee qualifies under the Communications Act and all other Requirements of Law to Section 26 become a holder of the Master Governmental Permits (including, without limitation, the FCC Licenses), (ii) each representation and warranty of Pappas in this Agreement is true and correct in all respects as to the ▇▇▇▇▇tted Affiliate Transferee, as though the Permitted Affiliate Transferee were substituted for Pappas throughout this Agreement, (iii) Pappas gives written notice to ▇▇▇ ▇t least ten (10) Business Days pri▇▇ ▇▇ the Company may assign all or any of its rights and related obligations hereunder assignment to any of its controlled affiliatesthe Permitted Affiliate Transferee, or a third party who acquires more than 50% setting forth the ownership structure of the equity or voting interests of Permitted Affiliate Transferee, and (iv) Pappas and the Company, all or substantially all of Permitted Affiliate Transferee execute and deliver to A▇▇ ▇▇ undertaking in form and substance reasonably satisfactory to AIC in which Pappas and the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided Permitted Affiliate Transferee confirm that (x) the con▇▇▇▇▇▇s set forth in the case of any assignment clauses (i) and (ii) have been complied with in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or divisionrespects, (y) in connection with any permitted assignment the Permitted Affiliate Transferee has the power, authority and legal right to discharge its obligations under this clause (i), the assignee shall assume all of the obligations relating to the rights being assignedAgreement, and (z) no Pappas and the Permitted Affiliate Transferee are jointly and severall▇ ▇▇▇▇le for the representations and warranties of Pappas set forth in this Agreement, as modified to include the stateme▇▇▇ ▇▇t forth in such undertaking, and agree that they are bound as "Pappas" hereunder. No such assignment by Pappas shall relieve Pappas o▇ ▇▇▇ of its obligations hereunder. Any a▇▇▇▇▇▇ent contrary to ▇▇▇ ▇rovisions of this Section 17 shall be deemed a Breach under this clause Agreement. 17.2. For purposes of this Agreement, an "assignment or transfer of control" under Section 73.3540 and 73.3541 of the rules, regulations and policies of the FCC or any successor hereof shall be deemed an assignment or transfer of control requiring AIC's prior written consent. 17.3. The parties acknowledge and agree that in the course of AIC's performance and/or compliance under this Agreement, AIC may, in its sole discretion and at its expense, (i) engage such agents, advisors, consultants, independent contractors, or other similar representatives as AIC may deem appropriate and (ii) delegate AIC's rights under this Agreement as AIC may deem appropriate; provided that no such engagement or delegation shall relieve the Company from AIC of any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. This (a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns. Neither Owner nor the This Agreement is of a personal nature with respect to Company, and therefore Company may assign its rights shall not assign, sub-license, encumber or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all transfer this Agreement or any of its rights and related or obligations hereunder hereunder, directly or indirectly, whether pursuant to any change of its controlled affiliatesownership, control or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactionsotherwise, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the CompanyProvider’s prior written consent shall not be unreasonably withheldapproval of the same in each instance. Any purported attempted assignment sub-license, encumbrance or transfer by Company in violation of the provisions of this Section 15 is null and foregoing shall be void and of no force or effect. For Provider shall have the avoidance right to assign, encumber and/or transfer any or all of doubtits rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company agrees provides unique goods and services under this Agreement that that a sale of Owner are personal in its entiretynature to the Company, whether directly or indirectly and whether (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by merger, asset sale, stock sale or otherwise, shall not constitute an the assignment for purposes of this Agreement or otherwise require by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the consent “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Norman’s intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(l) of the Bankruptcy Code, and (iiy) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who Provider shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services exercise its right to terminate this Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject pursuant to all section 365(e)(2) of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunderBankruptcy Code.

Benefit and Assignment. This (a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns. Neither Owner nor the This Agreement is of a personal nature with respect to Company, and therefore Company may assign its rights shall not assign, sub-license, encumber or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all transfer this Agreement or any of its rights and related or obligations hereunder hereunder, directly or indirectly, whether pursuant to any change of its controlled affiliatesownership, control or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactionsotherwise, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the CompanyProvider’s prior written consent shall not be unreasonably withheldapproval of the same in each instance. Any purported attempted assignment sub-license, encumbrance or transfer by Company in violation of the provisions of this Section 15 is null and foregoing shall be void and of no force or effect. For Provider shall have the avoidance right to assign, encumber and/or transfer any or all of doubtits rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company agrees provides unique goods and services under this Agreement that that a sale of Owner are personal in its entiretynature to the Company, whether directly or indirectly and whether (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by merger, asset sale, stock sale or otherwise, shall not constitute an the assignment for purposes of this Agreement or otherwise require by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the consent “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Norman’s intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (iiy) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who Provider shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services exercise its right to terminate this Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject pursuant to all section 365(e)(2) of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunderBankruptcy Code.

Benefit and Assignment. 15.6.1. No party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party hereto and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, that the parties hereto acknowledge and agree that none of the transactions contemplated under the Transfer Agreement or the Trust Agreement shall constitute an assignment, in whole or in part, of any of the terms of this Agreement; provided further, however, Buyer shall be entitled, without the consent of Seller, to assign its rights and interests hereunder (in whole or in part as to any Station) to any direct or indirect wholly-owned subsidiary; provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any Liabilities hereunder. 15.6.2. Seller acknowledges and agrees that at the Closing, Buyer may require that Seller transfers the Assets and Liabilities of the Stations to a third party designated in writing by Buyer (a "Designee") at least ten (10) days prior to the Closing; provided, however, that (a) such Designee shall on or prior to the Closing Date assume all Assumed Liabilities; (b) an FCC Order shall have been issued on or prior to the Closing Date authorizing such transfer; (c) the transfer to such Designee would not violate any Laws, (d) the transfer to such Designee would not delay in any respect the date for the Closing as required by the terms of this Agreement; (e) the transfer to such Designee shall not relieve Buyer from any of its obligations hereunder; (f) there shall be no assignment or transfer (actual or implied) of this Agreement to such Designee; (g) Seller shall have no Liabilities or obligations to any such Designee under this Agreement, any Seller Document or otherwise; and (h) such Designee shall deliver to Seller a written certificate, pursuant to which the Designee acknowledges and agrees for the benefit of Seller to the terms and conditions of the designation as described herein. The parties shall cooperate in all reasonable respects in making any modifications to the closing documents and deliveries that may be necessary or appropriate in connection with the transfer of Assets and Liabilities of the Stations to any Designee pursuant to this Section 15.6.2. 15.6.3. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No Person, other than the Company may assign its rights parties hereto, is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment assigns as permitted hereunder.