Common use of ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS Clause in Contracts

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. A) Operator may, without the prior consent of Licensee, assign its rights and/or obligations under this Agreement; provided that, (i) Operator gives written notice to Licensee of such assignment; and (ii) the assignee, upon the effective date of the assignment, either (w) pays all Monthly Royalty Fees then Due Licensee pursuant to SUBPARAGRAPH 4 (a) on an accelerated basis; (x) provides a letter of credit or other security reasonably acceptable to Licensee; (y) Operator provides Licensee with a guaranty of payment at that time; or (z) Licensee, in its reasonable determination is satisfied that the assignee is creditworthy and has the financial abilities to perform the obligations of this Agreement; and (iii) unconditionally agrees in writing to assume Operator's obligations under this Agreement. B) Licensee may assign or transfer the License to (i) a non-profit Affiliate or wholly-owned subsidiary of Licensee or (ii) subject to a prior FCC Transfer Decision occurring, a for-profit Affiliate or wholly-owned subsidiary of Licensee; provided, however that in either case, Licensee provides Operator written notice on or before the effective date of the assignment, the assignee agrees in writing to assume Licensee's obligations under this Agreement, and Licensee provides Operator with a guaranty of performance of the assignee's obligations under this Agreement prior to the effectiveness of the assignment. In addition, Operator acknowledges and understands that Licensee may at some point, for reasons deemed sufficient to Licensee, discontinue ITFS operations. Subject to SUBPARAGRAPH 9(c), Licensee shall notify Operator in writing in advance of finalizing any such decision and, to the extent not then prohibited by FCC Rules, shall not discontinue ITFS operations without first assigning the License to an FCC-qualified entity which is reasonably acceptable to Operator and which agrees to assume Licensee's obligations under this Agreement.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. Aa) Operator may, without the prior consent of Licensee, assign its rights and/or obligations under this Agreement; provided that, (i) Operator gives written notice to Licensee of such assignment; and (ii) the assignee, upon the effective date of the assignment, either (w) pays all Monthly Royalty Fees then Due Licensee pursuant to SUBPARAGRAPH 4 (a) on an accelerated basis; (x) provides a letter of credit or other security reasonably acceptable to Licensee; (y) Operator provides Licensee with a guaranty of payment at that time; or (z) Licensee, in its reasonable determination is satisfied that the assignee is creditworthy and has the financial abilities to perform the obligations of this Agreement; and (iii) unconditionally agrees in writing to assume Operator's obligations under this Agreement. Bb) Licensee may assign or transfer the License to (i) a non-profit Affiliate or wholly-owned subsidiary of Licensee or (ii) subject to a prior FCC Transfer Decision occurring, a for-profit Affiliate or wholly-owned subsidiary of Licensee; provided, however that in either case, Licensee provides Operator written notice on or before the effective date of the assignment, the assignee agrees in writing to assume Licensee's obligations under this Agreement, and Licensee provides Operator with a guaranty of performance of the assignee's obligations under this Agreement prior to the effectiveness of the assignment. In addition, Operator acknowledges and understands that Licensee may at some point, for reasons deemed sufficient to Licensee, discontinue ITFS EBS operations. Subject to SUBPARAGRAPH 9(c), Licensee shall notify Operator in writing in advance of finalizing any such decision and, to the extent not then prohibited by FCC Rules, shall not discontinue ITFS EBS operations without first assigning the License to an FCC-qualified entity which is reasonably acceptable to Operator and which agrees to assume Licensee's obligations under this Agreement.

ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS. Aa) Operator may, without the prior consent of Licensee, assign its rights and/or obligations under this Agreement; provided that, (i) Operator gives written notice to Licensee of such assignment; and (ii) the assignee, upon the effective date of the assignment, either (w) pays all Monthly Royalty Fees then Due Licensee pursuant to SUBPARAGRAPH 4 (a) on an accelerated basis; (x) provides a letter of credit or other security reasonably acceptable to Licensee; (y) Operator provides Licensee with a guaranty of payment at that time; or (z) Licensee, in its reasonable determination is satisfied that the assignee is creditworthy and has the financial abilities to perform the obligations of this Agreement; and (iii) unconditionally agrees in writing to assume Operator's obligations under this Agreement. Bb) Licensee may assign or transfer the License to (i) a non-profit Affiliate or wholly-owned subsidiary of Licensee or (ii) subject to a prior FCC Transfer Decision occurring, a for-profit Affiliate or wholly-owned subsidiary of Licensee; provided, however that in either case, Licensee provides Operator written notice on or before the effective date of the assignment, the assignee agrees in writing to assume Licensee's obligations under this Agreement, and Licensee provides Operator with a guaranty of performance of the assignee's obligations under this Agreement prior to the effectiveness of the assignment. In addition, Operator acknowledges and understands that Licensee may at some point, for reasons deemed sufficient to Licensee, discontinue ITFS operations. Subject to SUBPARAGRAPH 9(c), Licensee shall notify Operator in writing in advance of finalizing any such decision and, to the extent not then prohibited by FCC Rules, shall not discontinue ITFS operations without first assigning the License to an FCC-qualified entity which is reasonably acceptable to Operator and which agrees to assume Licensee's obligations under this Agreement.