Common use of Assignments of Assumed Contracts Clause in Contracts

Assignments of Assumed Contracts. Buyer and Sellers acknowledge that certain of the Assumed Contracts to be included in the Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of the Operating Sellers and/or any of the Stations, may not, by their terms, be assignable. Anything in this Agreement or in the Assignment and Assumption Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Assumed Contract, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Assumed Contract of Buyer or the Operating Sellers thereunder. In such event, Sellers will cooperate with Buyer to provide for Buyer all benefits to which either of the Operating Sellers is entitled under such Assumed Contracts, and Buyer agrees to perform all obligations accruing or arising after the Closing thereunder, but not as a result of any previous breach, or default thereof or performance thereunder (including subleasing or subcontracting, if permitted). Any transfer or assignment to Buyer by the Operating Sellers of any such Assumed Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Each of Sellers will use its commercially reasonable efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of Assumed Contracts.

Assignments of Assumed Contracts. Buyer and Sellers acknowledge that certain of the Assumed Contracts to be included in the Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of the Operating Sellers and/or any of the Stations, may not, by their terms, be assignable. Anything in this Agreement or in the Assignment and Assumption Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Assumed Contract, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Assumed Contract of Buyer or the Operating Sellers thereunder. In such event, Sellers will cooperate with Buyer to provide for Buyer all benefits to which either of the Operating Sellers is entitled under such Assumed Contracts, and Buyer agrees to perform all obligations accruing or arising after the Closing thereunder, but not as a result of any previous breach, or default thereof or performance thereunder (including subleasing or subcontracting, if permitted). Any transfer or assignment to Buyer by the Operating Sellers of any such Assumed Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Each of Sellers will use its commercially reasonable efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of Assumed Contracts.. 2.8

Assignments of Assumed Contracts. Buyer and Sellers Seller acknowledge that certain of the Assumed Contracts to be included in the Purchased Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of the Operating Sellers Seller and/or any of the Stations, may not, by their terms, be assignable. Anything in this Agreement or in the Assignment and Assumption Agreement Agreements to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Assumed Contract, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Assumed Contract of Buyer or the Operating Sellers Seller thereunder. In such event, Sellers Seller will cooperate with Buyer to provide for Buyer all benefits to which either of the Operating Sellers Seller is entitled under such Assumed Contracts, and Buyer agrees to will perform all obligations accruing or arising after such Assumed Contracts in accordance with their terms in the Closing thereunder, but not as a result ordinary course of business and any previous breach, or default thereof or performance thereunder (including subleasing or subcontracting, if permitted). Any transfer or assignment to Buyer by the Operating Sellers Seller of any such Assumed Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Each of Sellers Seller will use its commercially reasonable efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of Assumed Contracts. Nothing in this Section 2.8 shall constitute a waiver by Buyer of the conditions set forth in Section 7.1 (e) hereof.

Assignments of Assumed Contracts. Buyer and Sellers Seller acknowledge that certain of the Assumed Contracts to be included in the Purchased Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of the Operating Sellers Seller and/or any of the Stations, may not, by their terms, be assignable. Anything in this Agreement or in the Assignment and Assumption Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Assumed Contract, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereundersame, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Assumed Contract of Buyer or the Operating Sellers Seller thereunder. In such event, Sellers Seller will use its reasonable commercial efforts to cooperate with Buyer to provide for Buyer all benefits to which either of the Operating Sellers Seller is entitled under such Assumed ContractsContracts and Buyer will cooperate with Seller to perform Seller's obligations thereunder, and Buyer agrees to perform all obligations accruing or arising after the Closing thereunder, but not as a result of any previous breach, or default thereof or performance thereunder (including subleasing or subcontracting, if permitted). Any transfer or assignment to Buyer by the Operating Sellers Seller of any such Assumed Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Each of Sellers Seller will use its commercially reasonable efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of Assumed ContractsMaterial Contracts to the extent requested by Buyer (except that Seller shall not be required to pay money to obtain such consents).