Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. Subject to the restrictions contained in this Agreement prohibiting the assignment of this Agreement, this Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties hereto. This Agreement shall not be assigned by either party without the express written consent of the other which consent shall not be unreasonably withheld or delayed. If Buyer or Supplier proposes to assign this Agreement in accordance with the terms of this Section 16.01 then Buyer or Supplier, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to the contrary, no provision in this Agreement shall affect in any way the right or power of either Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations and duties under this Agreement.

Benefit and Assignment. Subject to the restrictions contained in this This Agreement prohibiting the assignment of this Agreement, this Agreement shall be binding upon and shall inure to the benefit of, of the parties hereto and be binding upon, the their respective successors and assigns of permitted assigns. Neither Owner nor the parties hereto. This Agreement shall not be assigned by either party Company may assign its rights or obligations hereunder without the express prior written consent of the other which 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 withheld. Any purported assignment or delayed. If Buyer or Supplier proposes to assign this Agreement transfer in accordance with violation of the terms provisions of this Section 16.01 then Buyer 15 is null and void and of no force or Suppliereffect. For the avoidance of doubt, as (i) the case may beCompany agrees that that a sale of Owner in its entirety, agrees to cause the person whether directly or entity to whom indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement will be assigned or transferred to assume otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in writing Buyer's its entirety, whether directly or Supplier'sindirectly and whether by merger, as the case may beasset sale, obligations under this Agreement. Notwithstanding anything contained herein to the contrarystock sale or otherwise, either party shall have the right to assign not constitute an assignment for purposes of this Agreement to its direct or indirect wholly owned subsidiaryotherwise require the consent of Owner. In addition, notwithstanding any provision herein 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 contrarydistribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, no provision in this Agreement shall affect in each case, not from any way the right or power of either Buyer or Supplierbroadcast facilities leased by, or their respective shareholdersleased from, Owner (other than independent contractors who shall be permitted access to make or authorize 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 or third party engaged by it shall be, subject to all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment applicable terms and conditions of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustmentAgreement. Furthermore, recapitalization, reorganization, or other change or merger or consolidation Owner acknowledges that an engagement described above in the immediately preceding sentence shall in no way release said assignor of its obligations and duties under this Agreementnot constitute an assignment hereunder.

Benefit and Assignment. Subject to the restrictions contained in this This Agreement prohibiting the assignment of this Agreement, this Agreement shall be binding upon and ---------------------- shall inure to the benefit of, of the parties hereto and be binding upon, the their respective successors and assigns assigns. Subject to the 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 parties 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 interest under this Agreement without the prior written consent of the other party hereto. This Agreement Buyer shall not be assigned by either party permitted to assign its rights under this Agreement without the express written consent of the other which consent shall not be unreasonably withheld or delayed. If Seller, provided that Buyer or Supplier proposes to assign this Agreement in accordance with the terms of this Section 16.01 then Buyer or Supplier, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct primary lenders under its June 30, 1998 Credit Agreement, or indirect wholly owned subsidiaryany successor Credit Agreement, as collateral for any indebtedness incurred pursuant to such Credit Agreement. In additionBuyer agrees with respect to any Permitted Assignment that it shall take all such actions as are reasonably requested by Seller to effectuate such Permitted Assignment, notwithstanding including but not limited to cooperating in any provision herein to appropriate filings with the contraryFCC or other governmental authorities. All covenants, no provision agreements, statements, representations, warranties and indemnities in this Agreement by and on behalf of any of the parties hereto shall affect in any way bind and inure to the right or power benefit of either Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation successors and permitted assigns of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations and duties under this Agreementparties hereto.

Benefit and Assignment. Subject to the restrictions contained in this Agreement prohibiting the assignment of (a) No party hereto shall assign this Agreement, this Agreement shall inure to the benefit ofin whole or in part, and be binding uponwhether by operation of law or otherwise, the respective successors and assigns of the parties hereto. This Agreement shall not be assigned by either party without the express 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 consent 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 unreasonably withheld released from any liabilities or delayedobligations 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. If Buyer or Supplier proposes may also assign, subject to assign this Agreement in accordance compliance with the terms provisions of this Section 16.01 then Buyer or Supplier15.6, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to acquire the contrary, no provision in this Agreement shall affect in any way the right or power of either Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party FCC Licenses from Sellers to a direct or indirect wholly wholly-owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations and duties under this Agreement.Buyer

Benefit and Assignment. Subject to the restrictions contained in this Agreement prohibiting the assignment of (a) No party hereto shall assign this Agreement, this Agreement shall inure to the benefit ofin whole or in part, and be binding uponwhether by operation of law or otherwise, the respective successors and assigns of the parties hereto. This Agreement shall not be assigned by either party without the express 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 consent 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 unreasonably withheld released from any liabilities or delayedobligations 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. If Buyer or Supplier proposes may also assign, subject to assign this Agreement in accordance compliance with the terms provisions of this Section 16.01 then Buyer or Supplier15.6, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to acquire the contrary, no provision in this Agreement shall affect in any way the right or power of either Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party FCC Licenses from Sellers to a direct or indirect wholly wholly-owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations and duties under this Agreement.Buyer

Benefit and Assignment. Subject to the restrictions contained in this Agreement prohibiting the assignment of this Agreement, this Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties hereto17.1. This Agreement shall may not be assigned by either party party, in whole or in part, either voluntarily or by operation of law, without the express prior written consent of the other which consent shall not be unreasonably withheld or delayed. If Buyer or Supplier proposes to party; provided, however, that Pappas may assign its rights and obligations under this Agreement to ax Xxxxliate to whom Pappas transfers all of the assets used in accordance with the terms operation of the Statiox xxx interests in the Station (the "Permitted Affiliate Transferee"); provided, however, that (i) the Permitted Affiliate Transferee qualifies under the Communications Act and all other Requirements of Law to become a holder of the Governmental Permits (including, without limitation, the FCC Licenses), (ii) each representation and warranty of Pappas in this Section 16.01 then Buyer or SupplierAgreement is true and correct in all respects as to the Xxxxxtted Affiliate Transferee, as though the case may bePermitted Affiliate Transferee were substituted for Pappas throughout this Agreement, agrees (iii) Pappas gives written notice to cause XXX xt least ten (10) Business Days prixx xx the person or entity assignment to whom this Agreement will be assigned or transferred the Permitted Affiliate Transferee, setting forth the ownership structure of the Permitted Affiliate Transferee, and (iv) Pappas and the Permitted Affiliate Transferee execute and deliver to assume AXX xx undertaking in writing Buyer's or Supplier'sform and substance reasonably satisfactory to AIC in which Pappas and the Permitted Affiliate Transferee confirm that (x) the conxxxxxxs set forth in clauses (i) and (ii) have been complied with in all respects, as (y) the case may bePermitted Affiliate Transferee has the power, authority and legal right to discharge its obligations under this Agreement. Notwithstanding anything contained herein to , and (z) Pappas and the contrary, either party shall have Permitted Affiliate Transferee are jointly and severallx xxxxle for the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to the contrary, no provision representations and warranties of Pappas set forth in this Agreement Agreement, as modified to include the statemexxx xxt forth in such undertaking, and agree that they are bound as "Pappas" hereunder. No such assignment by Pappas shall affect in any way the right or power of either Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor relieve Pappas ox xxx of its obligations and duties hereunder. Any axxxxxxent contrary to xxx xrovisions of this Section 17 shall be deemed a Breach under this Agreement.

Benefit and Assignment. Subject to the restrictions contained in this This Agreement prohibiting the assignment of this Agreement, this Agreement shall be binding upon and shall inure to the benefit of, of the parties hereto and be binding upon, the their respective successors and permitted assigns. Subject to the 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 Nationwide Agreement ("Permitted Assignment"), neither party may voluntarily or involuntarily assign its interest under this Agreement without the prior written consent of the other party hereto. Buyer agrees with respect to any Permitted Assignment that it shall take 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 of the parties hereto shall bind and inure to the benefit of their respective successors and permitted assigns of the parties hereto. This Agreement shall not be assigned by either party without the express written consent of the other which consent shall not be unreasonably withheld or delayed. If Buyer or Supplier proposes to assign this Agreement in accordance with the terms of this Section 16.01 then Buyer or Supplier, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to the contrary, no provision in this Agreement shall affect in any way the right or power of either Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations and duties under this Agreement.

Benefit and Assignment. Subject to the restrictions contained Except as hereinafter specifically provided in this Agreement prohibiting the assignment of 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, of the parties hereto and be binding upon, the their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto. This Agreement shall not be assigned by either party without , and the express written consent of the other which consent shall not be unreasonably withheld or delayed. If Buyer or Supplier proposes to assign this Agreement in accordance with the terms of this Section 16.01 then Buyer or Supplier, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to the contrary, no provision covenants and agreements set forth in this Agreement shall affect in any way be solely for the right or power of either Buyer or Supplierbenefit of, and shall be enforceable only by, the parties hereto or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations successors and duties under this Agreementassigns as permitted hereunder.

Benefit and Assignment. Subject to the restrictions contained Except as hereinafter specifically provided in this Agreement prohibiting the assignment of Section 22, 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 GSE Systems (if the assignor is a Buyer) or Buyer (if the assignor is a 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 hereto 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 this Agreement and any and all rights hereunder, in whole or in part, to any subsidiary of Buyer or Avantium US or to any entity in which the controlling shareholders of Buyer maintain control. This Agreement shall be binding upon and shall inure to the benefit of, of the parties hereto and be binding upon, the their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto. This Agreement shall not be assigned by either party without , and the express written consent of the other which consent shall not be unreasonably withheld or delayed. If Buyer or Supplier proposes to assign this Agreement in accordance with the terms of this Section 16.01 then Buyer or Supplier, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to the contrary, no provision covenants and agreements set forth in this Agreement shall affect in any way be solely for the right or power of either Buyer or Supplierbenefit of, and shall be enforceable only by, the parties hereto or their respective shareholderssuccessors and assigns as permitted hereunder. 23. REMEDIES CUMULATIVE Except as specifically provided herein, to make the remedies provided herein shall be cumulative and shall not preclude the assertion by Sellers or authorize by Buyer or Avantium US of any other rights or all adjustments, recapitalizations, reorganizations or the seeking of any other changes in their respective capital structure or businessremedies against the other, or any merger its successors or consolidation of either of themassigns. Nothing contained herein shall preclude a party from seeking equitable relief, or any other corporate act or proceeding respecting them, whether of a similar character or otherwisewhere appropriate. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations and duties under this Agreement24.

Benefit and Assignment. Subject Except as hereinafter specifically provided in this SECTION 15.6, 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 restrictions contained terms hereof shall be null, void and of no force and effect. Without releasing Buyer from any of its obligations or liabilities hereunder (a) nothing in this Agreement prohibiting 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 consent of Sellers (b) nothing in this Agreement shall limit Buyer's ability to assign the FCC 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, and (c) nothing in this Agreement shall limit Buyer's ability to make a collateral assignment of its rights under this AgreementAgreement 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 the other agreements delivered pursuant hereto. In the event of such an assignment, the provisions of this 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 or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be binding uponenforceable only by, the parties hereto and the Seller Indemnified Parties and the Buyer Indemnified Parties or their respective successors and assigns of the parties hereto. This Agreement shall not be assigned by either party without the express written consent of the other which consent shall not be unreasonably withheld or delayed. If Buyer or Supplier proposes to assign this Agreement in accordance with the terms of this Section 16.01 then Buyer or Supplier, as the case may be, agrees to cause the person or entity to whom this Agreement will be assigned or transferred to assume in writing Buyer's or Supplier's, as the case may be, obligations under this Agreement. Notwithstanding anything contained herein to the contrary, either party shall have the right to assign this Agreement to its direct or indirect wholly owned subsidiary. In addition, notwithstanding any provision herein to the contrary, no provision in this Agreement shall affect in any way the right or power of either Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act or proceeding respecting them, whether of a similar character or otherwise. Notwithstanding anything in this Agreement to the contrary, the assignment of this Agreement by either party to a direct or indirect wholly owned subsidiary or any adjustment, recapitalization, reorganization, or other change or merger or consolidation described above shall in no way release said assignor of its obligations and duties under this Agreementpermitted hereunder.