Common use of Customer Assignment Clause in Contracts

Customer Assignment. Customer may assign its rights under this Agreement only in whole, only to an Approved Participating Company (or any entity Controlled by one or more of the Approved Participating Companies), and only if the following conditions are satisfied: (a) the proposed assignee in writing assumes all of Customer's obligations with respect to this Agreement and agrees to be treated as Customer for all purposes under this Agreement; (b) such written undertaking is delivered to PanAmSat at least thirty (30) days in advance of the assignment; (c) Customer guarantees assignee's performance of payment obligations which obligations shall also continue to be subject to the guarantee requirements stated under Article 17 below; and (d) either (i) the assignee agrees in writing to continue the programming practices of Customer, or (ii) the assignee is one of the Approved Participating Companies as to whom (as shown in Appendix I) PanAmSat has consented and said assignee agrees to follow the assignor's current programming practices (as exist as of the date of this Agreement) with respect to the use of the Service Transponders, or (iii) PanAmSat consents to such assignment in advance and in writing, such consent not to be unreasonably withheld or delayed; it being understood that PanAmSat may withhold its consent only if PanAmSat determines, in good faith, that some or all of the assignee's programming may be pornographic, involve religious fanaticism or political advocacy, obscene, indecent, slanderous, or in violation of any governmental programming restrictions. Without limitation, any assignee shall be required to use the Transponders assigned in accordance with Section 1.4.

Customer Assignment. Customer may assign its rights under this Agreement only in whole, only to an Approved Participating Company (or any entity Controlled by one or more of the Approved Participating Companies), and only if the following conditions are satisfied: (a) the proposed assignee in writing assumes all of Customer's obligations with respect to this Agreement and agrees to be treated as Customer for all purposes under this Agreement; (b) such written undertaking is delivered to PanAmSat at least thirty (30) days in advance of the assignment; (c) Customer guarantees assignee's performance of payment obligations which obligations shall also continue to be subject to the guarantee requirements stated under Article 17 below; and (d) either (i) the assignee agrees in writing to continue the programming practices of Customer, or (ii) the assignee is one of the Approved Participating Companies as to whom (as shown in Appendix I) PanAmSat has consented to its current programming practices and said assignee agrees to follow the assignor's current programming practices (as exist as of the date of this Agreement) with respect to the use of the Service Transponders, or (iii) or PanAmSat consents to such assignment in advance and in writing, such consent not to be unreasonably withheld or delayed; it being understood that PanAmSat may withhold its consent only if PanAmSat determines, in good faith, that some or all of the assignee's programming may be pornographic, involve religious fanaticism or political advocacy, obscene, indecent, slanderous, or in violation of any governmental programming restrictions. Without limitation, any assignee shall be required to use the Transponders assigned in accordance with Section 1.4. Customer shall also be permitted to assign, in part, but not in whole, or in collective parts but that do not equal a whole, its obligation to make payment and such other limited rights, and associated obligations, as Customer and PanAmSat shall negotiate in good faith for Service from individual Transponders to local distributors of Customer's DTH Service in which Customer or any Approved Participating Company holds, directly or indirectly, at least, or in combination with each other, at least 25% of its equity ("Partial Assignees"), provided that: (i) all of the conditions set forth in the previous paragraph are met (except, as to (a), that the assumption shall be limited to the obligations and rights so assigned pursuant to the above pursuant to an assignment and assumption agreement that shall reflect what is to be agreed above and shall otherwise be in form and substance satisfactory to PanAmSat, as it shall determine in good faith, and that condition (d) is met under alternative (d)(i) only); (ii) all rights and obligations of Customer under this Agreement shall be interpreted and exercised, regardless of any such partial assignment, as an integrated whole (e.g., Minimum Complement) and any failure of any Partial Assignee or Customer to perform its obligations to PanAmSat may be treated by PanAmSat as a failure of Customer and all of its Partial Assignees to perform, and PanAmSat may exercise its remedies accordingly; (iii) Customer shall act as the sole agent for any Partial Assignee for purposes of implementing this Agreement, both to provide a single point of contact for notice from PanAmSat and to give PanAmSat notice of any exercise of rights by a Partial Assignee (PanAmSat being entitled to rely on a notice given to it by Customer, in this regard, without inquiry); (iv) any such partial assignment notwithstanding, PanAmSat's sole liability under this Agreement shall be, as otherwise specified in this Agreement, to Customer and Customer shall indemnify and hold harmless PanAmSat from any cause of action of any kind that may be brought against PanAmSat by any Partial Assignee that is derived in any respect from any partial assignment that may be permitted hereunder (including, without limitation, any dispute between or among Customer and its Partial Assignees), including the reimbursement of PanAmSat for reasonable attorneys fees and costs associated with defending such action, and for any other material costs or damages that PanAmSat may incur by virtue of having permitted a partial assignment that PanAmSat would not have been reasonably likely to have incurred had this Agreement not been so partially assigned and had remained entirely with Customer. For the avoidance of doubt, under no circumstance shall Customer be permitted to assign separately from a permitted assignment of the entire Agreement its rights under Articles 16 or 18 hereof.

Customer Assignment. Customer may assign its rights and interests under this Agreement Agreement, only in whole, and only after securing PanAmSat's express prior written consent, which consent shall not be unreasonably delayed, withheld or conditioned. The foregoing notwithstanding, Customer may on notice to PanAmSat assign its rights and interests under this Agreement, in whole, to (a) to an Approved Participating Company affiliated entity or (b) to an entity that is acquiring all or any entity Controlled substantially all of GCI Communication Corp's assets, by one merger or more of the Approved Participating Companies)otherwise, and only if in either case subject also to the following conditions are satisfiedconditions: (ai) the proposed assignee in writing assumes all of Customer's obligations with respect to this Agreement and agrees to be treated as Customer for all purposes under this Agreement; and (bii) such written undertaking is delivered to PanAmSat at least thirty prior to or contemporaneously with the assignment. Further, Customer shall have the right to **** Transponders, ****; provided, however, that (30a) days in advance the **** of the assignmentAgreement; (b) Customer shall remain responsible to PanAmSat ****; and (c) Customer guarantees assigneeshall make PanAmSat ****. As of the date on which Customer **** Transponders, Customer's performance of payment obligations right **** Transponders **** Transponders. Customer may **** under this Agreement **** (as defined below) which obligations shall also continue to be take such rights subject to the guarantee requirements stated under Article 17 belowterms of this Agreement pursuant to such transfer documents as PanAmSat shall reasonably request, **** Galaxy XR; and (d) either (i) the assignee agrees provided that no such transfer or assignment shall relieve Customer of any of its obligations hereunder without PanAmSat's written approval. As used herein, "****" shall mean an entity which ****. As used in writing to continue the programming practices of Customerthis Section 10.4, ****. As used in this Agreement, "affiliate" shall mean any entity controlling, controlled by, or (ii) the assignee is one of the Approved Participating Companies as to whom (as shown in Appendix I) PanAmSat has consented and said assignee agrees to follow the assignor's current programming practices (as exist as of the date of this Agreement) under common control with respect to the use of the Service Transponders, or (iii) PanAmSat consents to such assignment in advance and in writing, such consent not to be unreasonably withheld or delayed; it being understood that PanAmSat may withhold its consent only if PanAmSat determines, in good faith, that some or all of the assignee's programming may be pornographic, involve religious fanaticism or political advocacy, obscene, indecent, slanderous, or in violation of any governmental programming restrictions. Without limitation, any assignee shall be required to use the Transponders assigned in accordance with Section 1.4Customer.

Customer Assignment. Customer may assign its rights under this Agreement only in whole, only to an Approved Participating Company (or any entity Controlled by one or more of the Approved Participating Companies), and only if the following conditions are satisfied: (a) the proposed assignee in writing assumes all of Customer's obligations with respect to this Agreement and agrees to be treated as Customer for all purposes under this Agreement; (b) such written undertaking is delivered to PanAmSat at least thirty (30) days in advance of the assignment; (c) Customer guarantees assignee's performance of payment obligations which obligations shall also continue to be subject to the guarantee requirements stated under Article 17 below; and (d) either (i) the assignee agrees in writing to continue the programming practices of Customer, or (ii) the assignee is one of the Approved Participating Companies as to whom (as [***] Filed separately with the Commission pursuant to a request for confidential treatment. shown in Appendix I) PanAmSat has consented and said assignee agrees to follow the assignor's current programming practices (as exist as of the date of this Agreement) with respect to the use of the Service Transponders, or (iii) PanAmSat consents to such assignment in advance and in writing, such consent not to be unreasonably withheld or delayed; it being understood that PanAmSat may withhold its consent only if PanAmSat determines, in good faith, that some or all of the assignee's programming may be pornographic, involve religious fanaticism or political advocacy, obscene, indecent, slanderous, or in violation of any governmental programming restrictions. Without limitation, any assignee shall be required to use the Transponders assigned in accordance with Section 1.4.

Customer Assignment. Customer may assign its rights under this Agreement Agreement, only in whole, and only after securing PanAmSat's express prior written consent, which consent may be withheld or conditioned in PanAmSat's sole discretion. Notwithstanding the foregoing, Customer may assign its rights and interests under this Agreement, in whole, but not in part, to an Approved Participating Company a Commonly Controlled Entity (or any entity Controlled by one or more of the Approved Participating Companiesas defined below), and only if the following conditions are satisfied: provided (a) the proposed assignee in writing assumes all of Customer's obligations with respect to this Agreement and agrees to be treated as Customer for all purposes under this Agreement; (b) such the assignee's written undertaking is delivered to PanAmSat at least thirty (30) days in advance of the assignmentto PanAmSat; (c) Customer guarantees remains liable to PanAmSat for the assignee's performance of and payment obligations which obligations shall also continue to be subject to the guarantee requirements stated under Article 17 belowthis Agreement; and (d) either (i) the assignee agrees in writing to continue the programming practices of Customer, or (ii) the assignee is one of the Approved Participating Companies as to whom (as shown in Appendix I) PanAmSat has consented and said assignee agrees to follow the assignor's current programming practices (as exist as of the date of this Agreement) with respect to the use of the Service Transponders, or (iii) PanAmSat consents to such assignment in advance and in writing, such consent not to be unreasonably withheld or delayed; it being understood that PanAmSat may withhold its consent to Customer's assignment to a Commonly Controlled Entity only if PanAmSat determines, in good faith, that some or all of the assignee's programming transmissions may be pornographic, involve religious fanaticism or political advocacy, obscene, indecent, or slanderous, or ; may be in violation of any governmental programming restrictions. Without limitationcopyright laws, any assignee other government restriction, or any legal or contractual obligation of PanAmSat. "Commonly Controlled Entity" is defined for the purposes of this Section to mean all persons and entities that control, are controlled by, or are under common control with Customer. As used in this Section 10.5, assign shall be required mean to use grant, sell, assign, encumber, otherwise convey, license, lease, sublease, or permit the Transponders assigned utilization of, directly or indirectly, in accordance with Section 1.4whole or in part.