Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to Buyer of such contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments executed pursuant hereto, to the extent permitted by law, constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contracts. Seller shall use its reasonable best efforts to provide Buyer with the benefits of such contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contracts), and Buyer shall, to the extent Buyer is provided with the benefits of such contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contracts.

Consents to Assignment. To Except for the consents to Material Contracts set forth on SCHEDULE 7.9(b), to the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In Subject to the provisions of Section 11.6, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to Buyer of such contractsthe Contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such contractsthe Contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contractsContracts. Seller shall use its reasonable best efforts to provide Buyer with the financial and business benefits of such contracts Contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contractsContracts), and Buyer shall, to the extent Buyer is provided with the benefits of such contractsContracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contractsContracts to the extent that Buyer was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract ---------------------- identified in the Disclosure Schedule that is to be assigned under this Agreement Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transferoffer, delivery or sublease thereof. In Subject to the provisions of Section 11.5, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date relating to the transfer and assignment to Buyer RBI of such contractsthe Contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer RBI of all of Seller's rights, benefits, title and interest in and to such contractsthe Contracts, and where necessary or appropriate, Buyer RBI shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contractsContracts. Seller shall use its all commercially reasonable best efforts to provide Buyer RBI with the financial and business benefits of such contracts Contracts (including, without limitation, permitting Buyer RBI to enforce any rights of Seller arising under such contractsContracts), and Buyer RBI shall, to the extent Buyer RBI is provided with the benefits of such contractsContracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contractsContracts to the extent that RBI was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In Subject to the provisions of Section 11.6, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to Buyer of such contractsthe Contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such contractsthe Contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contractsContracts. Seller shall use its commercially reasonable best efforts to provide Buyer with the financial and business benefits of such contracts Contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contractsContracts), and Buyer shall, to the extent Buyer is provided with the benefits of such contractsContracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contractsContracts to the extent that Buyer was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Station Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted saleassignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto thereto shall not constitute a sale, an assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Commencement Date to the transfer and assignment to Buyer Broker of such contractsany Station Agreement, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller Licensee to Buyer Broker of all of Seller's Licensee' rights, benefits, title and interest in and to such contractsthe Station Agreements, and where necessary or appropriate, Buyer Broker shall be deemed to be SellerLicensee's agent for the purpose of completingcompletion, fulfilling and discharging all of SellerLicensee's rights and liabilities arising after the Closing Commencement Date under such contractsStation Agreements. Seller Licensee shall use its reasonable best efforts to provide Buyer Broker with the financial and business benefits of such contracts Station Agreements (including, without limitation, permitting Buyer Broker to enforce any rights of Seller licensee arising under such contractsStation Agreements), and Buyer Broker shall, to the extent Buyer Broker is provided with the benefits of such contractsStation Agreements, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller Licensee under such contractsStation Agreements to the extent that Broker was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transferoffer, delivery or sublease thereof. In Subject to the provisions of Section 11.5 with respect to Contracts marked with an asterisk in Schedule 7.8 or 7.9, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date relating to the transfer and assignment to Buyer of such contractsthe non-asterisked Contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such contractsthe Contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contractsContracts. Seller shall use its reasonable best efforts to provide Buyer with the financial and business benefits of such contracts Contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contractsContracts), and Buyer shall, to the extent Buyer is provided with the benefits of such contractsContracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller allocable for the period after the Cut-Off Time under such contractsContracts to the extent that Buyer was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Station Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted saleassignment, transfer, delivery or sublease would 6 constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto thereto shall not constitute a sale, an assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Commencement Date to the transfer and assignment to Buyer Broker of such contractsany Station Agreement, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller Licensee to Buyer Broker of all of SellerLicensee's rights, benefits, title and interest in and to such contractsthe Station Agreements, and where necessary or appropriate, Buyer Broker shall be deemed to be SellerLicensee's agent for the purpose of completingcompletion, fulfilling and discharging all of SellerLicensee's rights and liabilities arising after the Closing Commencement Date under such contractsStation Agreements up to and including the date of termination of this Agreement. Seller Licensee shall use its reasonable best efforts to provide Buyer Broker with the financial and business benefits of such contracts Station Agreements (including, without limitation, permitting Buyer Broker to enforce any rights of Seller Licensee arising under such contractsStation Agreements), and Buyer Broker shall, to the extent Buyer Broker is provided with the benefits of such contractsStation Agreements, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller Licensee under such contractsStation Agreements to the extent that Broker was to assume those obligations pursuant to the terms hereof up to and including the date of termination of this Agreement.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Station Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto thereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Effective Date to the transfer and assignment to Buyer Broker of such contractsany Station Agreement, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller Licensee to Buyer Broker of all of SellerLicensee's rights, benefits, title and interest in and to such contractsthe Station Agreements, and where necessary or appropriate, Buyer Broker shall be deemed to be SellerLicensee's agent for the purpose of completingcompletion, fulfilling and discharging all of SellerLicensee's rights and liabilities arising after the Closing Effective Date under such contractsStation Agreements. Seller Licensee shall use its reasonable best efforts to provide Buyer Broker with the financial and business benefits of such contracts Station Agreements (including, without limitation, permitting Buyer Broker to enforce any rights of Seller Licensee arising under such contractsStation Agreements), and Buyer Broker shall, to the extent Buyer Broker is provided with the benefits of such contractsStation Agreements, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller Licensee under such contractsStation Agreements to the extent that Broker was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to Buyer of such contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments executed pursuant hereto, to the extent permitted by law, constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such contracts, and where necessary or appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contracts. Seller shall use its reasonable best efforts to provide Buyer with the benefits of such contracts (including, without limitation, permitting Buyer to enforce any rights of Seller arising under such contracts), and Buyer shall, to the extent Buyer is provided with the benefits of such contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contracts.to

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Station Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto thereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Effective Date to the transfer and assignment to Buyer Broker of such contractsany Station Agreement, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller Licensee to Buyer Broker of all of SellerLicensee's rights, benefits, title and interest in and to such contractsthe Station Agreements, and where necessary or appropriate, Buyer Broker shall be deemed to be SellerLicensee's agent for the purpose of completingcompletion, fulfilling and discharging all of SellerLicensee's rights and liabilities arising after the Closing Effective Date under such contracts. Seller shall use its reasonable best efforts to provide Buyer with the benefits of such contracts Station Agreements (including, without limitation, permitting Buyer Broker to enforce any rights of Seller Licensee arising under such contractsStation Agreements), and Buyer Broker shall, to the extent Buyer Broker is provided with the benefits of such contractsStation Agreements, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller Licensee under such contractsStation Agreements to the extent that Broker was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transferoffer, delivery or sublease thereof. In Subject to the provisions of Section 11.5, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date relating to the transfer and assignment to Buyer RBI of such contractsthe Contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer RBI of all of Seller's rights, benefits, title and interest in and to such contractsthe Contracts, and where necessary or appropriate, Buyer RBI shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such contractsContracts. Seller shall use its all commercially reasonable best efforts to provide Buyer RBI with the financial and business benefits of such contracts Contracts (including, without limitation, permitting Buyer RBI to enforce any rights of Seller arising under such contractsContracts), and Buyer RBI shall, to the extent Buyer RBI is provided with the benefits of such contractsContracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such contractsContracts to the extent that RBI was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Station Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted saleassignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto thereto shall not constitute a sale, an assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Commencement Date to the transfer and assignment to Buyer Broker of such contractsany Station Agreement, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller Licensees to Buyer Broker of all of Seller's Licensees' rights, benefits, title and interest in and to such contractsthe Station Agreements, and where necessary or appropriate, Buyer Broker shall be deemed to be Seller's Licensees' agent for the purpose of completingcompletion, fulfilling and discharging all of Seller's Licensees' rights and liabilities arising after the Closing Commencement Date under such contractsStation Agreements. Seller Licensees shall use its their reasonable best efforts to provide Buyer Broker with the financial and business benefits of such contracts Station Agreements (including, without limitation, permitting Buyer Broker to enforce any rights of Seller Licensees arising under such contractsStation Agreements), and Buyer Broker shall, to the extent Buyer Broker is provided with the benefits of such contractsStation Agreements, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller Licensees under such contractsStation Agreements to the extent that Broker was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract, Broadcast Agreement, Trade Agreement, Real Estate Contract or other contract identified in the Disclosure Schedule that is to be assigned under this Agreement Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person withholding same (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transferoffer, delivery or sublease thereof. In Subject to the provisions of Section 20(d), in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date relating to the transfer and assignment to Buyer of such the contracts, Buyer may in its sole discretion elect to have this Agreement and any assignments assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller RBK to Buyer of all of SellerRBK's rights, benefits, title and interest in and to such the contracts, and where necessary or appropriate, Buyer shall be deemed to be SellerRBK's agent for the purpose of completing, fulfilling and discharging all of SellerRBK's rights and liabilities arising after the Closing Date under such contracts. Seller RBK shall use its reasonable best efforts to provide Buyer with the financial and business benefits of such contracts (including, without limitation, permitting Buyer to enforce any rights of Seller RBK arising under such contracts), and Buyer shall, to the extent Buyer is provided with the benefits of such contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller RBK under such contractscontracts to the extent that Buyer was to assume those obligations pursuant to the terms hereof.