Common use of Assignment of Certain Agreements Clause in Contracts

Assignment of Certain Agreements. Notwithstanding anything to the contrary herein and subject to the Ancillary Agreements and to Section 2.02(g) hereof and if required under the circumstances, (i) Remainco shall assign to New News Corporation (or its Subsidiaries) all of its right, title and interest under the agreements comprising Separated Assets, and (ii) New News Corporation shall assign to Remainco (or its Subsidiaries) all of its right, title and interest under the agreements comprising Remainco Assets, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements; provided, however, that no Party shall be required to assign any Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted or actual assignment thereof, without a Governmental Approval or the Consent of a third party thereto, would constitute a breach or other contravention thereof, violate Law or in any way adversely affect the rights of Remainco or New News Corporation thereunder. With respect to any such Contract or any claim, right or benefit arising thereunder or resulting therefrom, Remainco or New News Corporation, as the case may be, will use its commercially reasonable efforts to obtain the Governmental Approval or Consent, as applicable, of the other parties to any such Contract for the assignment thereof to New News Corporation or Remainco, as the case may be. If such Governmental Approval or Consent is not obtained, or if an attempted or actual assignment thereof would be ineffective or would materially adversely affect (in the sole discretion of Remainco) the rights of Remainco or New News Corporation, as the case may be, thereunder so that New News Corporation or Remainco, as the case may be, would not in fact receive all such rights, Remainco and New News Corporation will cooperate in a mutually agreeable arrangement under which New News Corporation or Remainco, as the case may be, would obtain substantially the same economic benefits that would be obtained under an assignment thereof and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to New News Corporation or Remainco, as the case may be, or under which Remainco or New News Corporation, as the case may be, would enforce for the benefit of New News Corporation or Remainco, as the case may be, with New News Corporation or Remainco, as the case may be, assuming Remainco’s or New News Corporation’s, as the case may be, obligations, and any and all rights of Remainco, or New News Corporation, as the case may be, against a third party thereto.

Assignment of Certain Agreements. Notwithstanding anything to the contrary herein and subject Subject to the Ancillary Agreements and to Section 2.02(g) hereof and if required under the circumstances, (i) Remainco Belo shall assign to New News Corporation Newspaper Holdco (or its Subsidiaries) all of its right, title and interest under the agreements comprising Separated Newspaper Holdco Assets, and (ii) New News Corporation Newspaper Holdco shall assign to Remainco Belo (or its Subsidiaries) all of its right, title and interest under the agreements comprising Remainco Belo Assets, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements; provided, however, that no Party shall be required to assign any Contract contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted or actual assignment thereof, without a Governmental Approval or the Consent consent of a third party thereto, would constitute a breach or other contravention thereof, violate Law thereof or in any way adversely affect the rights of Remainco Belo or New News Corporation Newspaper Holdco thereunder. With respect to any such Contract contract or any claim, right or benefit arising thereunder or resulting therefrom, Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, will use its commercially reasonable efforts to obtain the Governmental Approval or Consent, as applicable, Consent of the other parties to any such Contract contract for the assignment thereof to New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be. If such Governmental Approval or Consent is not obtained, or if an attempted or actual assignment thereof would be ineffective or would materially adversely affect (in the sole discretion of Remainco) the rights of Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, thereunder so that New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, would not in fact receive all such rights, Remainco Belo and New News Corporation Newspaper Holdco will cooperate in a mutually agreeable arrangement under which New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, would obtain substantially the same economic benefits that would be obtained under an assignment thereof and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, or under which Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, would enforce for the benefit of New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, with New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, assuming RemaincoBelo’s or New News CorporationNewspaper Holdco’s, as the case may be, obligations, and any and all rights of RemaincoBelo, or New News CorporationNewspaper Holdco, as the case may be, against a third party thereto.

Assignment of Certain Agreements. Notwithstanding anything to the contrary herein and subject Subject to the Ancillary Agreements and to Section 2.02(g) hereof and if required under the circumstanceshereof, (i) Remainco Belo shall assign to New News Corporation Newspaper Holdco (or its Subsidiaries) all of its right, title and interest under the agreements comprising Separated Newspaper Holdco Assets, including those agreements set forth in Section 2.02(c)(i) of the Separation Agreement Schedule, and (ii) New News Corporation Newspaper Holdco shall assign to Remainco Belo (or its Subsidiaries) all of its right, title and interest under the agreements comprising Remainco Belo Assets, including those agreements set forth in Section 2.02(c)(ii) of the Separation Agreement Schedule, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements; provided, however, that no Party shall be required to assign any Contract contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted or actual assignment thereof, without a Governmental Approval or the Consent consent of a third party thereto, would constitute a breach or other contravention thereof, violate Law thereof or in any way adversely affect the rights of Remainco Belo or New News Corporation Newspaper Holdco thereunder. With respect to any such Contract contract or any claim, right or benefit arising thereunder or resulting therefrom, Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, will use its commercially reasonable efforts to obtain the Governmental Approval or Consent, as applicable, Consent of the other parties to any such Contract contract for the assignment thereof to New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be. If such Governmental Approval or Consent is not obtained, or if an attempted or actual assignment thereof would be ineffective or would materially adversely affect (in the sole discretion of Remainco) the rights of Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, thereunder so that New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, would not in fact receive all such rights, Remainco Belo and New News Corporation Newspaper Holdco will cooperate in a mutually agreeable arrangement under which New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, would obtain substantially the same economic benefits that would be obtained under an assignment thereof and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, or under which Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, would enforce for the benefit of New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, with New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, assuming RemaincoBelo’s or New News CorporationNewspaper Holdco’s, as the case may be, obligations, and any and all rights of RemaincoBelo, or New News CorporationNewspaper Holdco, as the case may be, against a third party thereto.