Common use of No Assignment or Benefit to Third Parties Clause in Contracts

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of SEP and SE Corp and their respective successors, legal representatives and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance of doubt, no merger or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder), without the prior written consent of the other, except as provided in Section 10.5, and any attempted or purported assignment in violation of this Section 10.3 shall be null and void; provided that, after the First Closing, (a) SEP may, in its sole discretion, without the consent of SE Corp, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of SEP and (b) SE Corp may, without the consent of SEP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, in either case, (i) such assignment shall not relieve the assigning party of its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the First Closing, each Person that is an Indemnified Party but not a party to this Agreement, shall be an express third-party beneficiary of Article 9. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of SEP and SE Corp Buyer, Seller and their respective successors, legal representatives and permitted assigns. No Party None of Buyer, Seller or the Company may assign any of its their respective rights or delegate any of its their respective obligations under this Agreement (for the avoidance of doubt, no merger or sale of securities of any Party Buyer or Seller or any entity that directly or indirectly controls any Party of Buyer or Seller shall constitute an assignment hereunder), without the prior written consent of the otherothers, except as provided in Section 10.5, and any attempted or purported assignment in violation of this Section 10.3 shall be null and void; provided thatprovided, after the First Closinghowever, Buyer may assign all or any portion of this Agreement to any Affiliate of Buyer (aor any debt financing source for collateral purposes) SEP may, in its sole discretion, without the consent of SE Corpany Party hereto, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of SEP and (b) SE Corp may, without the consent of SEP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, in either case, (i) that such assignment shall not relieve the assigning party of Buyer from its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the First Closing, each Person that is an Indemnified Party but not a party to this Agreement, Agreement shall be an express third-party beneficiary of Article 9Section 6.7, Section 9.2 and Section 9.3, and Parent shall be an express third-party beneficiary of Section 6.18. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of SEP and SE Corp the Parties and their respective successors, legal representatives and permitted assigns. No Subject to the provisions of Section 2.11, no Party may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubt, no merger Law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the otherother Parties, except as provided in Section 10.5, and any attempted or purported assignment in violation of this Section 10.3 shall be null and void; provided that, after the First Closing, that (a) SEP may, in its sole discretion, without the consent of SE Corp, Buyer may assign any and all or a portion of its rights and/or obligations under this Agreement to an Affiliate one or more of SEP and its Affiliates (but no such assignment shall relieve Buyer of any of its obligations hereunder), (b) SE Corp may, without the consent of SEP, Buyer may assign any and all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, any Debt Financing Source as collateral in either caseconnection with the Debt Financing, (ic) after the Closing, Buyer may assign any and all of its rights under this Agreement to any Person (but no such assignment shall not relieve the assigning party Buyer of any of its obligations hereunder, ) and (iid) Sellers may assign some or all of their rights or delegate some or all of their obligations hereunder to successor entities (including any liquidating trust) pursuant to the Bankruptcy Cases (but no such assignment shall relieve Sellers of any of their obligations hereunder). Any assignment not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to made in accordance with this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the First Closing, each Person that is an Indemnified Party but not a party to this Agreement, Section 9.4 shall be an express third-party beneficiary of Article 9void. Except as set forth in the immediately preceding sentence, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties to this Agreement Buyer and Sellers and their respective successors successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement, except for Section 6.10 (which is intended to be for the benefit of the Indemnitees).

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of SEP and SE Corp the parties hereto and their respective successors, legal representatives and permitted assigns. No Party party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubt, no merger Law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the otherother party hereto; provided, except however, that, without such consent, (i) Acquiror may cause SiTV Media, LLC or any of its wholly owned subsidiaries to purchase the Membership Interests and (ii) Acquiror may assign this Agreement and its rights hereunder to the Lenders or agents on behalf of the Lenders as collateral security; provided in Section 10.5further that neither causing SiTV Media, and LLC or any attempted or such subsidiary to purchase the Membership Interests nor any such assignment shall relieve Acquiror of its obligations hereunder. Any purported assignment in violation of this Section 10.3 9.3 shall be null and void; provided that, after the First Closing, (a) SEP may, in its sole discretion, without the consent of SE Corp, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of SEP and (b) SE Corp may, without the consent of SEP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, in either case, (i) such assignment shall not relieve the assigning party of its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the First Closing, each Person that is an Indemnified Party but not a party to this Agreement, shall be an express third-party beneficiary of Article 9. Except as set forth in the immediately preceding sentence, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Acquiror, Seller, the parties to this Agreement Indemnified Parties and their respective successors successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing, the Lenders and their Representatives shall be third party beneficiaries of, and shall be entitled to enforce the provisions of, this Section 9.3, Section 7.6, Section 9.2 and Section 9.9.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of SEP and SE Corp Buyer, Seller, Members and their respective successors, legal representatives and permitted assigns. No Party None of Buyer, Seller, Members or the Company may assign any of its their respective rights or delegate any of its their respective obligations under this Agreement (for the avoidance of doubt, no merger or sale of securities of any Party Buyer or Seller or any entity that directly or indirectly controls any Party of Buyer or Seller shall constitute an assignment hereunder), without the prior written consent of the otherothers, except as provided in Section 10.5, and any attempted or purported assignment in violation of this Section 10.3 shall be null and void; provided thatprovided, after the First Closinghowever, Buyer may assign all or any portion of this Agreement to any Affiliate of Buyer (aor any debt financing source for collateral purposes) SEP may, in its sole discretion, without the consent of SE Corpany Party hereto, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate of SEP and (b) SE Corp may, without the consent of SEP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, in either case, (i) that such assignment shall not relieve the assigning party of Buyer from its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the First Closing, each Person that is an Indemnified Party but not a party to this Agreement, Agreement shall be an express third-party beneficiary of Article 9Section 6.7, Section 9.2 and Section 9.3, and Parent shall be an express third-party beneficiary of Section 6.18. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties to this Agreement and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of SEP and SE Corp the parties to this Agreement and their respective successors, legal representatives and permitted assigns. No Party party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubt, no merger Law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the otherother parties hereto, except as provided in Section 10.5, that (i) Buyer may assign any or all of its rights under this Agreement to one or more of its Affiliates (but no such assignment shall relieve Buyer of any of its obligations hereunder and any attempted or purported assignment in violation such Affiliate shall become bound by all of the terms of this Section 10.3 shall be null Agreement) and void; provided that, after the First Closing, (aii) SEP Buyer may, in its sole discretion, without the prior written consent of SE Corpany other party to this Agreement, assign all or a portion of its rights and/or rights, but not its obligations under this Agreement to an Affiliate of SEP and (b) SE Corp may, without the consent of SEP, assign all or a portion any of its rights and/or Financing Sources as collateral security for obligations under this Agreement to an Affiliatesuch Financing Sources; provided thatprovided, in either case, (i) such assignment that Buyer shall not relieve remain responsible for the assigning party performance of all of its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated. From and after the First Closing, each Person that is an Indemnified Party but not a party to this Agreement, shall be an express third-party beneficiary of Article 9. Except as set forth in the immediately preceding sentence, nothing Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person Person, other than the parties to this Agreement Buyer, Seller and their respective successors successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement, except, (a) with respect to the Financing Sources, the provisions of Section 9.3, Section 10.2, this Section 10.3, Section 10.4, Section 10.9 and Section 10.14 (which shall be for the benefit also of the Financing Sources) and (b) with respect to the Indemnified Parties, Article VIII.

No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of SEP and SE Corp the parties hereto and their respective successors, legal representatives and permitted assigns. No Party party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement (for the avoidance Agreement, by operation of doubt, no merger Law or sale of securities of any Party or any entity that directly or indirectly controls any Party shall constitute an assignment hereunder)otherwise, without the prior written consent of the otherother party hereto, except as provided in Section 10.5, that Acquiror may assign any and any attempted or purported assignment in violation of this Section 10.3 shall be null and void; provided that, after the First Closing, (a) SEP may, in its sole discretion, without the consent of SE Corp, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate CCI, or a wholly owned, direct or indirect, subsidiary of SEP and (b) SE Corp mayCCI, without the prior written consent of SEP, assign all or a portion of its rights and/or obligations under this Agreement to an Affiliate; provided that, in either case, Seller (i) but no such assignment shall not relieve the assigning party Acquiror of any of its obligations hereunder, (ii) such assignment shall not have any adverse tax consequence to the non-assigning party or parties and (iii) the assigning Person shall within ten Business Days of such assignment notify all parties to this Agreement about such assignment, including providing copies of the documentation pursuant to which such assignment was effectuated). From and after the First Closing, each Person that is an Indemnified Party but not a party to this Agreement, shall be an express third-party beneficiary of Article 9. Except as set forth in the immediately preceding sentence, nothing Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Acquiror, Seller, the parties to this Agreement Indemnitees and their respective successors successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing, BBHI Holdings shall be an express and intended third party beneficiary for the purposes of Section 2.1, Section 2.3 and Section 2.4 of this Agreement; provided, further, however, that the Acquiror's financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing shall be third party beneficiaries of Sections 8.2(d) and 9.9 and this Section 9.3.