Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.
Consents to Assignment. To the extent that the assignment hereunder by the Seller Parties to Purchaser of the rights under any Contract or Permit is not permitted or is not permitted without the consent of any other party to the Contract or grantor of the Permit, or any regulatory authority, this Agreement shall not be deemed to constitute an assignment of any such Contract or Permit if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits or permitted rights under, any such Contract or Permit, and Purchaser shall assume no obligations or liabilities thereunder. Any of the Seller Parties shall advise Purchaser promptly in writing with respect to any Contract or Permit which it knows, should know or has reason to know that it will not receive any required consent. Without in any way limiting the Seller Parties’ obligation to obtain all consents necessary for the sale, transfer, assignment and delivery of the Contracts, Permits, and other Assets to Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Seller Parties shall cooperate with Purchaser in any reasonable arrangement designed by Purchaser to provide Purchaser with the rights and benefits, subject to the obligations, under the Contract or Permit, as the case may be, including enforcement for the benefit of Purchaser of any and all rights of the Seller Parties against any other person arising out of breach or cancellation by such other person in the case of a Contract, and, if requested by Purchaser, the Seller Parties shall act as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, in each case at the Seller Parties’ cost.
Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a Default thereof or in any way adversely affect the rights of Newco thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Newco would not receive all such rights, Seller will cooperate with Newco, in all reasonable respects, to provide to Newco the benefits under any such Contract, Lease, Permit or any claim or right, including without limitation enforcement (at the expense of Newco) for the benefit of Newco of any and all rights of Seller against a third party thereto arising out of the Default or cancellation by such third party or otherwise, and to permit Newco to enforce such rights at Newco's expense; provided, that Buyer shall indemnify Seller for any Damages (as defined in Section 10.4(a)) incurred by Seller resulting from any such enforcement action. Nothing in this Section 9.2 shall affect Buyer's right to terminate this Agreement under Sections 8.2 and 11.1 in the event that any consent or approval to the contribution to Newco of any Contributed Asset is not obtained.
Consents to Assignment. The parties shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment of any Station Contract (which shall not require any payment to any such third party). To the extent that any Station Contract may not be assigned without the consent of any third party, and such consent is not obtained prior to Closing, this Agreement and any assignment executed pursuant hereto shall not constitute an assignment thereof, but to the extent permitted by law shall constitute an equitable assignment by Seller and assumption by Buyer of Seller's rights and obligations under the applicable Station Contract, with Seller making available to Buyer the benefits thereof and Buyer performing the obligations thereunder on Seller's behalf.
Consents to Assignment. Seller shall use all reasonable efforts to obtain all necessary consents set forth on Schedule 5.11 from Third Parties to assign the Assets prior to the Closing (other than governmental approvals that are customarily obtained after the Closing) and Buyer shall use reasonable efforts to assist Seller with such efforts. If prior to the Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign to Buyer or materially affect the value or use of the Asset, then Seller shall retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected Asset to Buyer effective as of the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Asset. For purposes of the foregoing, consent requirements that do not expressly (i) render transfer of the applicable Assets to Buyer void or voidable if such consent is not obtained, (ii) result in lease termination, or (iii) result in liquidated damages or otherwise materially affect the value or the use of the Asset, shall not be objectionable by Buyer and any such Assets shall be conveyed and paid for at Closing without regard to whether or not consents thereto are obtained. Buyer shall reasonably cooperate with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such consent.
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. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any contract, lease, permit or other claim or right, or any benefit arising thereunder or resulting therefrom (each, an “Assignable Right”), if an attempted assignment thereof, without the consent of a third party, would constitute a breach or default thereof or thereunder or increase the obligations or adversely affect the rights of Seller or Buyer thereunder.
Consents to Assignment. To the extent that any Contract (other than a Material Contract) identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (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 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 the other party of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by the assigning party to the other party of all of the assigning party's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the other party shall be deemed to be the assigning party's agent for the purpose of completing, fulfilling and discharging all of the assigning party's rights and liabilities arising after the Closing Date under such Contracts. The assigning party shall use all reasonable efforts to provide the other party with the benefits of such Contracts (including permitting the other party to enforce any rights of the assigning party arising under such Contracts), and the other party shall, to the extent the assigning party is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of the assigning party under such Contracts.
Consents to Assignment. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, lease, license, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller will cooperate with Buyer, in all reasonable respects, to provide to Buyer the benefits under any such Contract, lease, license, sales order, purchase order, claim or right including without limitation enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise.
Consents to Assignment. 23 10.5 Filings ......................................................................................23 10.6 Bulk Sales Laws................................................................................23 10.7
