Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing.

Benefit and Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s 's prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, provided that Seller shall consent may, at its option, assign this Agreement (in whole or part) and assign and transfer the Station Assets (in whole or part) to a partial assignment of the Buyer’s rights trustee to hold and operate pursuant to a trust agreement, provided (i) such trustee assumes Seller's duties and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that (ii) such assignment shall not materially delay relieve Seller of its duties hereunder and (iii) Seller shall guarantee each of the transactions contemplated by this Agreementduties and obligations of such assignee. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s 's consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliatesan Affiliate, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “"qualified intermediary” " as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(41.1031(k)1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“"EAT”") (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b11.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing.

Benefit and Assignment. 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 terms hereof shall be null, void and of no force and effect. Without releasing Buyer from any of its obligations or liabilities hereunder (a) This nothing in this Agreement 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 Agreement 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 binding upon and 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 enforceable only by, the parties hereto and the Seller Indemnified Parties and the Buyer Indemnified Parties or their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment of the Buyer’s rights and obligations assigns as permitted hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing.

Benefit and Assignment. (a) The Company shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of -75- 81 Purchaser and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, the Company shall be entitled, without the consent of Purchaser, to assign the Company's rights hereunder to any direct or indirect wholly-owned subsidiaries of the Company to which the Company shall have assigned the rights of the Company to the Assets of the Stations under the Gannett Purchase Agreement in accordance with the terms of the Gannett Purchase Agreement (each a "COMPANY PERMITTED ASSIGNEE"); provided, that the Company gives Purchaser written notice thereof and any such Company Permitted Assignee shall be responsible for all representations, covenants and agreements of the Company hereunder as if such Company Permitted Assignee was a party hereto, and any such assignment shall not relieve the Company of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof). (b) Purchaser shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Purchaser shall be entitled, without the consent of the Company, to assign Purchaser's rights and interests hereunder (in whole or in part as to any Station) (i) prior to the Transfer Date, to any Affiliate of Purchaser (each a "PURCHASER PERMITTED ASSIGNEE"); provided, that Purchaser gives the Company written notice thereof and such Purchaser Permitted Assignee shall be responsible for all representations, covenants and agreements of Purchaser hereunder as if such assignee was a party hereto, and any such assignment shall not relieve Purchaser of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof), and (ii) from and after the Transfer Date, to any Person. (c) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignsassigns as permitted hereunder. Neither party may assign its rights under Except as set forth in Section 8.7, no Person, other than the parties hereto and their respective successors and assigns as permitted hereunder, is or shall be entitled to bring any action to enforce any provision of this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment against any of the Buyer’s rights parties hereto. Except as set forth in Section 8.7, the covenants and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees agreements set forth in writing to remain ultimately liable this Agreement shall be solely for the performance of such obligations benefit of, and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b)be enforceable only by, the other party shall cooperate with all reasonable requests of Buyer parties hereto or Seller, their respective successors and assigns as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closingpermitted hereunder.

Benefit and Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party None of SFX, SFX Licensee, Chancellor or Chancellor Licensee may assign its rights under this Agreement without the other party’s prior written consentconsent of SFX, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment in the case of the Buyer’s rights and obligations hereunder, to the extent any such assignment is necessary by Chancellor and Chancellor Licensee, or appropriate for Buyer to comply with Chancellor, in the provisions case of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that any such assignment shall not materially delay the transactions contemplated by this Agreement.SFX and SFX Licensee, except that: (ba) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) SFX and SFX Licensee may assign any or all of its their rights and obligations under this Agreement to one or more AffiliatesAffiliates of SFX or SFX Licensee, provided that any such assignment shall not relieve SFX or SFX Licensee from any of its obligations under this Agreement and provided that any such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this AgreementDate. Furthermore, or (ii) SFX may assign any or all of its rights but not its obligations to receive the Cash Consideration under this Agreement to any “a "qualified intermediary” " as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or Section 1.1031(k)-1(g)(4), subject to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any all of Chancellor's and Chancellor Licensee's rights and obligations hereunder, and shall promptly provide written notice of such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closingto all parties hereto. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party Chancellor and Chancellor Licensee shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, SFX and the "qualified intermediary or EAT intermediary" in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as Chancellor and Chancellor Licensee shall acknowledge in writing the case may be, shall provide notification by SFX of the assignment to the "qualified intermediary" of its rights to receive the Cash Consideration and other party with a written acknowledgement of such notice prior rights hereunder and Chancellor and Chancellor Licensee hereby agree to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by Cash Consideration to the "qualified intermediary" rather than to SFX. (b) Chancellor and Chancellor Licensee may assign their rights and obligations under this Agreement to one or on behalf more Affiliates of Chancellor or Chancellor Licensee, provided that any such assignment shall not relieve Chancellor or Chancellor Licensee from any of their obligations under this Agreement and provided that any such assignment does not delay the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at ClosingDate.

Benefit and Assignment. (a) 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; 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 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 released from any liabilities or obligations 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. Buyer may also assign, subject to compliance with the provisions of this Section 15.6, Buyer's right to acquire the FCC Licenses from Sellers to a wholly-owned subsidiary of Buyer (b) From and after the Closing Date, without releasing Buyer from any of Buyer's obligations hereunder, nothing herein shall prevent or limit Buyer from making a collateral assignment of Buyer's rights under this Agreement to any institutional lender that, directly or indirectly, provides funds to Buyer without the consent of the Sellers. Sellers shall execute an acknowledgment of such collateral assignments in such forms as Buyer or Buyer's institutional lenders may reasonably request; provided, however, that unless written notice is given to Sellers that any such collateral assignment has been foreclosed upon (in compliance with the Communications Act and the rules and regulations of the FCC), 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. (c) Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignsassigns as permitted hereunder. Neither party may assign its rights under No Person, other than the parties hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment against any of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may beparties hereto, and the qualified intermediary covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or EAT in arranging their respective successors and effecting the deferred like-kind exchange assigns as one which qualifies under Section 1031 of the Codepermitted hereunder. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing.- 52 - 61

Benefit and Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Neither party None of SFX, Chancellor or Chancellor Licensee may assign its rights under this Agreement without the other party’s prior written consentconsent of SFX, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment in the case of the Buyer’s rights and obligations hereunder, to the extent any such assignment is necessary by Chancellor and Chancellor Licensee, or appropriate for Buyer to comply with Chancellor, in the provisions case of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that any such assignment shall not materially delay the transactions contemplated by this Agreement.SFX, except that: (ba) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) SFX may assign any or all of its rights and obligations under this Agreement to one or more AffiliatesAffiliates of SFX, provided that any such assignment shall not relieve SFX from any of its obligations under this Agreement and provided that any such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this AgreementDate. Furthermore, or (ii) SFX may assign any or all of its rights but not its obligations to receive the Cash Consideration under this Agreement to any “a "qualified intermediary” " as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or Section 1.1031(k)-1(g)(4), subject to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any all of Chancellor's and Chancellor Licensee's rights and obligations hereunder, and shall promptly provide written notice of such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closingto all parties hereto. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party Chancellor and Chancellor Licensee shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, SFX and the "qualified intermediary or EAT intermediary" in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as Chancellor and Chancellor Licensee shall acknowledge in writing the case may be, shall provide notification by SFX of the assignment to the "qualified intermediary" of its rights to receive the Cash Consideration and other party with a written acknowledgement of such notice prior rights hereunder and Chancellor and Chancellor Licensee hereby agree to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by Cash Consideration to the "qualified intermediary" rather than to SFX. (b) Chancellor and Chancellor Licensee may assign their rights and obligations under this Agreement to one or on behalf more Affiliates of Chancellor or Chancellor Licensee, provided that any such assignment shall not relieve Chancellor or Chancellor Licensee from any of their obligations under this Agreement and provided that any such assignment does not delay the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at ClosingDate.

Benefit and Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties Parties hereto and their respective successors and permitted assigns. Neither party may assign its rights under All covenants, agreements, statements, representations, warranties and indemnities in this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment by and on behalf of any of the Buyer’s rights Parties hereto shall bind and obligations hereunder, inure to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions benefit of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations their respective successors and that such assignment shall not materially delay the transactions contemplated by this Agreementpermitted assigns. (b) Notwithstanding anything above Purchaser shall have the right to the contrary, either Buyer assign and/or delegate all or Seller may, without the other party’s consent, (i) assign any or all portion of its rights and obligations under this Agreement to one or more AffiliatesAgreement, including without limitation assignments as collateral, provided that no such assignment does and/or delegation shall relieve Purchaser of its obligations hereunder in the event that its assignee fails to perform the obligations delegated. Specifically, but not delay the receipt in limitation of the immediately preceding sentence, in the event that Purchaser determines that in order to make certain the consummation of the transactions contemplated hereby on or before the Termination Date, it would be advisable for its designee/assignee to purchase directly from Seller all or some portion of the Acquired Assets, Seller shall take such actions as are reasonably requested by Purchaser to effectuate the same, including but not limited to cooperating in any appropriate filings with the FCC Consent or other Governmental Authorities. Provided, further, that in the Closing event Purchaser finds it necessary or is required to provide to a third party a collateral assignment of Purchaser's interest in this Agreement and/or any related documents, Seller will cooperate with Purchaser and any third party requesting such assignment, including but not limited to signing a consent and acknowledgment of such assignment. (c) Seller shall not have the assigning party is not relieved of liability under this Agreement, right to assign and/or delegate all or (ii) assign any or all portion of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its and obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing.

Benefit and Assignment. (a) Nothing in this Agreement, whether expressed or implied, is intended and shall not be construed to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties to it and their respective permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision contained herein give any third party any right of subrogation or action over against any party to this Agreement. (b) This Agreement shall be binding upon on, and shall inure accrue to the benefit of of, the parties hereto and their respective successors and permitted assigns. Neither party ; provided, that Buyer may assign its rights under this Agreement without and obligations hereunder following the other party’s Closing to a purchaser of all or substantially all of the assets of the Business. (c) Buyer and each of the Sellers agree that, at any time on or prior written consentto the Closing Date, which consent Buyer may not be unreasonably conditioned, withheld transfer to one or delayedmore of its direct or indirect wholly-owned subsidiaries any and all rights provided herein to purchase from Sellers the Purchased Assets and/or the Membership Interests; provided, however, that Seller shall consent to a partial assignment Buyer will guarantee the payment and performance by any and all of the such Affiliates of Buyer’s rights obligations under this Agreement. In addition, Sellers agree that Buyer and obligations hereunder, such subsidiaries may grant a security interest in this Agreement and all other agreements to be entered into in connection herewith to the extent such assignment is necessary or appropriate lenders who will provide financing for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this AgreementAgreement under any and all financing documents entered into with such lenders to secure Buyer’s and such subsidiaries’ obligations to such lenders under any such documents. (bd) Notwithstanding anything above This Agreement may be assigned, in part, by Buyer to a third party buyer of the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign interests in any or all of its rights and obligations under the Real Property or the Membership Interests. For purposes of this Agreement to one Section 12.8, a “third party buyer” shall include any Person or more Affiliates, provided that such assignment does not delay the receipt entity which (i) acquires all or any of the FCC Consent interests in any of the RE Holding LLCs, (ii) acquires all or any of the Closing and the assigning party is not relieved of liability under this Agreement, Real Property or (iii) provides financing to Buyer or any Person described in (i) or (ii). (e) assign any or all of its rights but not its obligations under Except as provided herein, this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall may not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If be assigned by Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at ClosingSellers.

Benefit and Assignment. (a) This Agreement agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its No person, firm or corporation other than the parties and their successors and permitted assigns shall derive any rights or benefits under this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreementagreement. (b) Notwithstanding anything above Licensee may not assign this agreement without Licensor's prior written consent. Licensor's consent shall not be withheld in the event this agreement is assigned as part of a sale of all or substantially all of Licensee's assets. (c) If Licensor assigns this agreement to the contraryTrademark Owner, either Buyer or Seller the Trademark Owner may, without the other party’s consentthereafter and from time to time, (i) assign any or all of this agreement, its rights hereunder and obligations the royalties or any other sums at any time due or to become due, or at any time owing or payable, by Licensee to the Trademark Owner under paragraph 6(b) of the provisions hereof. Any such assignment may either be absolute or as collateral security for indebtedness of the Trademark Owner. No such assignee for collateral purposes shall be obligated to perform any duty, covenant or condition required to be performed by the Trademark Owner under this Agreement to one or more Affiliatesagreement and Licensee, provided by its execution hereof, hereby acknowledges and agrees that notwithstanding any such assignment does not delay the receipt assignment, each and all such covenants, agreements, representations and warranties of the FCC Consent or the Closing and the assigning party is not relieved of liability under this AgreementTrademark Owner, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but if any, shall survive any such assignment and shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay be and remain the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 sole liability of the CodeTrademark Owner and of every person, firm or corporation succeeding to all or substantially all of the business assets or good will of the Trademark Owner. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price Licensee further acknowledges and agrees that from and after receipt by (or such portion thereof as is designated i) If so directed in writing by the qualified intermediary) to or on behalf Trademark Owner, all royalties and other sums which are the subject matter of the qualified intermediary assignment shall be paid to the assignee thereof at Closing and Seller shall convey the Station Assets (or such portion thereof as is place of payment designated in writing the notice; (ii) If such assignment was made for collateral purposes, the rights of any such assignee in and to the royalties and other sums payable by the qualified intermediary) Licensee under any provisions of this agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever or on behalf any defense, setoff, counterclaim or recoupment whatsoever by reason of any indebtedness or liability howsoever or whenever arising of the qualified intermediary at Closing.Trademark Owner to the Licensor or to the Licensee, and, (iii) The assignee shall have the sole right to exercise all rights, privileges or remedies (either in its own name or in the name of the Trademark Owner) which by the terms of this agreement or by applicable law are permitted or provided to be exercised by the Trademark Owner. Licensee shall be entitled to rely on any notice of assignment given by the Trademark Owner and its assignee without verifying the authority under which it is given. If to Trademark Owner: Coscelebre, Inc. 415 Xxxxxxx Xxx XX, XX 00000 Att: Brucx Xxxxxxx, Xxq. If to Licensor: Alleghany Pharmacal Corporation 277 Xxxxxxxx Xxxx. Xxxxx Xxxx, X.X. 00000 Xf to Licensee: MEM Company, Inc. Nortxxxxx, Xxx Xxxxxx 00000 Att: Gay A. Mxxxx, Xxesident

Benefit and Assignment. 15.6.1. 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 terms hereof shall be null, void and of no force and effect; provided, however, that the parties hereto acknowledge and agree that none of the transactions contemplated under the Transfer Agreement or the Trust Agreement shall constitute an assignment, in whole or in part, of any of the terms of this Agreement; provided further, however, Buyer shall be entitled, without the consent of Seller, to assign its rights and interests hereunder (in whole or in part as to any Station) to any direct or indirect wholly-owned subsidiary; provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any Liabilities hereunder. 15.6.2. Seller acknowledges and agrees that at the Closing, Buyer may require that Seller transfers the Assets and Liabilities of the Stations to a third party designated in writing by Buyer (a "Designee") at least ten (10) days prior to the Closing; provided, however, that (a) such Designee shall on or prior to the Closing Date assume all Assumed Liabilities; (b) an FCC Order shall have been issued on or prior to the Closing Date authorizing such transfer; (c) the transfer to such Designee would not violate any Laws, (d) the transfer to such Designee would not delay in any respect the date for the Closing as required by the terms of this Agreement; (e) the transfer to such Designee shall not relieve Buyer from any of its obligations hereunder; (f) there shall be no assignment or transfer (actual or implied) of this Agreement to such Designee; (g) Seller shall have no Liabilities or obligations to any such Designee under this Agreement, any Seller Document or otherwise; and (h) such Designee shall deliver to Seller a written certificate, pursuant to which the Designee acknowledges and agrees for the benefit of Seller to the terms and conditions of the designation as described herein. The parties shall cooperate in all reasonable respects in making any modifications to the closing documents and deliveries that may be necessary or appropriate in connection with the transfer of Assets and Liabilities of the Stations to any Designee pursuant to this Section 15.6.2. 15.6.3. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignsassigns as permitted hereunder. Neither party may assign its rights under No Person, other than the parties hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment against any of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may beparties hereto, and the qualified intermediary covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or EAT in arranging their respective successors and effecting the deferred like-kind exchange assigns as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closingpermitted hereunder.

Benefit and Assignment. 15.6.1. 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 terms hereof shall be null, void and of no force and effect; provided, however, that the parties hereto acknowledge and agree that none of the transactions contemplated under the Transfer Agreement or the Trust Agreement shall constitute an assignment, in whole or in part, of any of the terms of this Agreement; provided further, however, Buyer shall be entitled, without the consent of Sellers, to assign its rights and interests hereunder (in whole or in part as to any Station) to any direct or indirect wholly-owned subsidiary; provided, however, that Buyer gives Sellers written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder. 15.6.2. Sellers acknowledge and agree that at the Closing for any Station, Buyer may require that Sellers transfer the Assets and Liabilities of such Station to a third party designated in writing by Buyer (a "Designee") at least ten (10) days prior to such Closing; provided, however, that (a) such Designee shall on or prior to the Closing Date assume all Assumed Liabilities with respect to the particular Station so transferred; (b) an FCC Order shall have been issued on or prior to the Closing Date authorizing such transfer; (c) the transfer to such Designee would not violate any Laws, (d) the transfer to such Designee would not delay in any respect the date for the Closing as required by the terms of this Agreement; (e) such transfer to a Designee shall not relieve Buyer from any of its obligations hereunder; (f) there shall be no assignment or transfer (actual or implied) of this Agreement to the Designee; (g) Sellers shall have no Liabilities to any such Designee under this Agreement, any Seller Document or otherwise; and (h) such Designee shall deliver to the Sellers a written certificate, pursuant to which the Designee acknowledges and agrees for the benefit of Sellers to the terms and conditions of the designation as described herein. The parties shall cooperate in all reasonable respects in making any modifications to the closing documents and deliveries that may be necessary or appropriate in connection with the transfer of Assets and Liabilities of any Station to any Designee pursuant to this Section 15.6.2. 15.6.3. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignsassigns as permitted hereunder. Neither party may assign its rights under No Person, other than the parties hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment against any of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may beparties hereto, and the qualified intermediary covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or EAT in arranging their respective successors and effecting the deferred like-kind exchange assigns as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closingpermitted hereunder.

Benefit and Assignment. (a) 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; 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 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 released from any liabilities or obligations 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. Buyer may also assign, subject to compliance with the provisions of this Section 15.6, Buyer's right to acquire the FCC Licenses from Sellers to a wholly-owned subsidiary of Buyer (b) From and after the Closing Date, without releasing Buyer from any of Buyer's obligations hereunder, nothing herein shall prevent or limit Buyer from making a collateral assignment of Buyer's rights under this Agreement to any institutional lender that, directly or indirectly, provides funds to Buyer without the consent of the Seller. Seller shall execute an acknowledgment of such collateral assignments in such forms as Buyer or Buyer's institutional lenders may reasonably request; provided, however, that unless written notice is given to Seller that any such collateral assignment has been foreclosed upon (in compliance with the Communications Act and the rules and regulations of the FCC), Seller 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. (c) Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignsassigns as permitted hereunder. Neither party may assign its rights under No Person, other than the parties hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment against any of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may beparties hereto, and the qualified intermediary covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or EAT in arranging their respective successors and effecting the deferred like-kind exchange assigns as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closingpermitted hereunder.

Benefit and Assignment. (a) This Agreement agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its No person, firm or corporation other than the parties and their successors and permitted assigns shall derive any rights or benefits under this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreementagreement. (b) Notwithstanding anything above to Licensee may not assign this agreement without Licensor's prior written consent. Licensor's consent shall not be withheld in the contrary, either Buyer event this agreement is assigned as part of a sale of all or Seller substantially all of Licensee's assets. (c) Licensor may, without the other party’s consentat any time and from time to time, (i) assign any or all of this agreement, its rights hereunder and obligations the royalties or any other sums at any time due or to become due, or at any time owing or payable, by Licensee to Licensor 14 14 under any of the provisions hereof. Any such assignment may either be absolute or as collateral security for indebtedness of Licensor. No such assignee for collateral purposes shall be obligated to perform any duty, covenant or condition required to be performed by the Licensor under this Agreement to one or more Affiliatesagreement and Licensee, provided by its execution hereof, hereby acknowledges and agrees that notwithstanding any such assignment does not delay the receipt assignment, each and all such covenants, agreements, representations and warranties of the FCC Consent or the Closing and the assigning party is not relieved of liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but Licensor shall survive any such assignment and shall not relieve a party be and remain the sole liability of its obligations under this Agreement)Licensor and of every person, provided that such assignment does not delay the Closing. If Buyer firm or Seller gives notice of an assignment pursuant corporation succeeding to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 substantially all of the Codebusiness assets or good will of Licensor. Without limiting the generality foregoing, Licensee further acknowledges and agrees that from and after receipt by it of written notice of assignment from Licensor and its assignee: (i) if so directed, all royalties and other sums which are the subject matter of the foregoing, Buyer or Seller, as assignment shall be paid to the case may be, shall provide assignee thereof at the other party with a written acknowledgement place of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is payment designated in writing the notice; (ii) if such assignment was made for collateral purposes, the rights of any such assignee in and to the royalties and other sums payable by the qualified intermediary) Licensee under any provisions of this agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever or on behalf any defense, setoff, counterclaim or recoupment whatsoever by reason of any indebtedness or liability howsoever and whenever arising of the qualified intermediary at Closing and Seller Licensor to the Licensee; and (iii) the assignee shall convey have the Station Assets sole right to exercise all rights, privileges or remedies (either in its own name or such portion thereof as is designated in writing the name of the Licensor) 15 15 which by the qualified intermediary) terms of this agreement or by applicable law are permitted or provided to or be exercised by Licensor. Licensee shall be entitled to relay on behalf any notice of assignment given by Licensor and is assignee without verifying the qualified intermediary at Closingauthority under which it is given.

Benefit and Assignment. (a) 17.1. This Agreement shall may not be binding upon and shall inure to assigned by either party, in whole or in part, either voluntarily or by operation of law, without the benefit prior written consent of the parties hereto and their respective successors and assigns. Neither party may assign its rights under this Agreement without the other party’s prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; provided, however, that Seller shall consent to a partial assignment of the Buyer’s rights and obligations hereunder, to the extent such assignment is necessary or appropriate for Buyer to comply with the provisions of Section 4.1(a), provided, that Buyer agrees in writing to remain ultimately liable for the performance of such obligations and that such assignment shall not materially delay the transactions contemplated by this Agreement. (b) Notwithstanding anything above to the contrary, either Buyer or Seller may, without the other party’s consent, (i) Pappas may assign any or all of its rights and obligations under this Agreement to one or more Affiliates, provided that such assignment does not delay the receipt ax Xxxxliate to whom Pappas transfers all of the assets used in the 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 Consent or Licenses), (ii) each representation and warranty of Pappas in this Agreement is true and correct in all respects as to the Closing Xxxxxtted Affiliate Transferee, as though the Permitted Affiliate Transferee were substituted for Pappas throughout this Agreement, (iii) Pappas gives written notice to XXX xt least ten (10) Business Days prixx xx the assignment to the Permitted Affiliate Transferee, setting forth the ownership structure of the Permitted Affiliate Transferee, and (iv) Pappas and the assigning party is not relieved of liability Permitted Affiliate Transferee execute and deliver to AXX xx undertaking in form 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, (y) the Permitted Affiliate Transferee has the power, authority and legal right to discharge its obligations under this Agreement, and (z) Pappas and the Permitted Affiliate Transferee are jointly and severallx xxxxle for the representations and warranties of Pappas set forth in this 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 relieve Pappas ox xxx of its obligations hereunder. Any axxxxxxent contrary to xxx xrovisions of this Section 17 shall be deemed a Breach under this Agreement. 17.2. For purposes of this Agreement, an "assignment or transfer of control" under Section 73.3540 and 73.3541 of the rules, regulations and policies of the FCC or any successor hereof shall be deemed an assignment or transfer of control requiring AIC's prior written consent. 17.3. The parties acknowledge and agree that in the course of AIC's performance and/or compliance under this Agreement, AIC may, in its sole discretion and at its expense, (i) engage such agents, advisors, consultants, independent contractors, or other similar representatives as AIC may deem appropriate and (ii) assign any or all of its delegate AIC's rights but not its obligations under this Agreement to as AIC may deem appropriate; provided that no such engagement or delegation shall relieve AIC of any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall cooperate with all reasonable requests of Buyer or Seller, as the case may be, and the qualified intermediary or EAT in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code. Without limiting the generality of the foregoing, Buyer or Seller, as the case may be, shall provide the other party with a written acknowledgement of such notice prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing and Seller shall convey the Station Assets (or such portion thereof as is designated in writing by the qualified intermediary) to or on behalf of the qualified intermediary at Closing.