Common use of Consents to Assignment; Estoppel Certificates Clause in Contracts

Consents to Assignment; Estoppel Certificates. After the execution of this Agreement and prior to Closing, Seller shall use its commercially reasonable efforts to obtain (i) any third-party consents necessary for the assignment of any Station Contract or Real Property Lease and (ii) estoppel certificates duly executed by the lessors under the Real Property Leases in the form of Exhibit B attached hereto (the "Estoppel Certificates"). Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If such consent is not obtained prior to the Closing Date, Seller shall use its commercially reasonable efforts to (a) obtain such consent as soon as possible after the Closing Date, (b) provide to Buyer the financial and business benefits of any such Station Contract and (c) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration to any third party to obtain any consent or Estoppel Certificate. Nothing contained herein shall be deemed to limit Buyer's rights under Section 5.1(e).

Consents to Assignment; Estoppel Certificates. After the execution of this Agreement and prior to Closing, Seller shall use its commercially reasonable efforts to obtain (ia) any third-party consents necessary for the assignment of any Station Contract or Real Property Lease and (iib) estoppel certificates duly executed by the lessors under the Real Property Leases in the form of Exhibit B A attached hereto (the "Estoppel Certificates")hereto. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If such consent is not obtained prior to the Closing Date, (i) Seller shall use its commercially reasonable efforts to (aA) obtain such consent as soon as possible after the Closing Date, (bB) provide to Buyer the financial and business benefits of any such Station Contract and (cC) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract; and (ii) Buyer shall assume the obligations under such Station Contract in accordance with this Agreement. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration (except as may be specifically contemplated by the relevant Station Contract) to any third party to obtain any consent or Estoppel Certificate. Nothing contained herein shall be deemed to limit Buyer's rights under Section 5.1(e)estoppel certificate.

Consents to Assignment; Estoppel Certificates. (a) After the execution of this Agreement and prior to Closing, Seller shall use its commercially reasonable efforts to obtain (i) any third-party consents necessary for the assignment of any Station Contract or Real Property Lease and (ii) estoppel certificates duly executed by the lessors under the Real Property Leases in the form of Exhibit B A attached hereto (the "Estoppel Certificates")hereto. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If such consent is not obtained prior to the Closing Date, (A) Seller shall use its commercially reasonable efforts to (ax) obtain such consent as soon as possible after the Closing Date, (by) provide to Buyer the financial and business benefits of any such Station Contract and (cz) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract; and (B) Buyer shall assume the obligations under such Station Contract in accordance with this Agreement. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration (except as may be specifically contemplated by the relevant Station Contract) to any third party to obtain any consent or Estoppel Certificate. Nothing contained herein shall be deemed to limit Buyer's rights under Section 5.1(e)estoppel certificate.

Consents to Assignment; Estoppel Certificates. After the execution of this Agreement and prior to Closing, Seller shall use its commercially reasonable efforts to obtain (ia) any third-party consents necessary for the assignment of any Station Contract or Real Property Lease and (iib) estoppel certificates duly executed by the lessors under the Real Property Leases in the form of Exhibit B A attached hereto (the "Estoppel Certificates")hereto. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If such consent is not obtained prior to the Closing Date, (i) Seller shall use its commercially reasonable efforts to (ax) obtain such consent as soon as possible after the Closing Date, (by) provide to Buyer the financial and business benefits of any such Station Contract and (cz) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract; and (ii) Buyer shall assume the obligations under such Station Contract in accordance with this Agreement. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration (except as may be specifically contemplated by the relevant Station Contract) to any third party to obtain any consent or Estoppel Certificate. Nothing contained herein shall be deemed to limit Buyer's rights under Section 5.1(e)estoppel certificate.