Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. This Subject to the restrictions contained in this Agreement shall be binding upon and prohibiting the assignment of this Agreement, this Agreement shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties hereto and their respective successors and permitted assignshereto. Neither Owner nor the Company may assign its rights or obligations hereunder This Agreement shall not be assigned by either party without the prior express written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written which consent shall not be unreasonably withheldwithheld or delayed. Any purported assignment If Buyer or transfer Supplier proposes to assign this Agreement in violation of accordance with the provisions terms of this Section 15 is null and void and of no force 16.01 then Buyer or effect. For Supplier, as the avoidance of doubtcase may be, (i) agrees to cause the Company agrees that that a sale of Owner in its entirety, whether directly person or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of entity to whom this Agreement will be assigned or otherwise require transferred to assume in writing Buyer's or Supplier's, as the consent of case may be, obligations under this Agreement. Notwithstanding anything contained herein to the Company and (ii) Owner agrees that that a sale of contrary, either party shall have the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of right to assign this Agreement to its direct or otherwise require the consent of Ownerindirect wholly owned subsidiary. In addition, Owner acknowledges that notwithstanding any provision herein to the Company may engage third parties to manage contrary, no provision in this Agreement shall affect in any way the distribution right or power of the Programmingeither Buyer or Supplier, or their respective shareholders, to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in their respective capital structure or business, or any merger or consolidation of either of them, or any other corporate act as an agent or proceeding respecting them, whether of the Company relating a similar character or otherwise. Notwithstanding anything in this Agreement to the distribution contrary, the assignment of this Agreement by either party to a direct or production of Programming for the Company indirect wholly owned subsidiary or sale of any commercial inventory associated with the Programmingadjustment, in each caserecapitalization, not from any broadcast facilities leased byreorganization, or leased from, Owner (other than independent contractors who change or merger or consolidation described above shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), no way release said assignor of its obligations and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of duties under this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. This Agreement shall be binding upon and ---------------------- shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Owner nor Subject to the Company provisions of Section 10.7 with respect to the Seller assigning its rights (in whole or in part) under this Agreement to a Qualified Intermediary, and provided that Seller shall be permitted to sell, assign and/or transfer some or all of the Station Assets and/or this Agreement (in whole or in part) to its designee, assignee, trustee or other entity if it determines that it would be advisable to make such a transfer in order to make more certain or otherwise facilitate the consummation of the transactions contemplated hereby or the transactions contemplated by the Jacor Agreement ("Permitted Assignment"), neither party may voluntarily or involuntarily assign its rights or obligations hereunder interest under this Agreement without the prior written consent of the other party hereto; provided that (i) subject . Buyer shall not be permitted to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, under this Agreement without the prior express written consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliatesSeller, provided that no assignment Buyer may assign this Agreement to its primary lenders under this clause (ii) shall relieve Owner from its June 30, 1998 Credit Agreement, or any of its obligations or liabilities hereunder; and (iii) in successor Credit Agreement, as collateral for any indebtedness incurred pursuant to such Credit Agreement. Buyer agrees with respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees Permitted Assignment that it shall remaintake all such actions as are reasonably requested by Seller to effectuate such Permitted Assignment, including but not limited to cooperating in any appropriate filings with the FCC or other governmental authorities. All covenants, agreements, statements, representations, warranties and indemnities in this Agreement by and on behalf of any third party engaged by it shall be, subject to all of the applicable terms parties hereto shall bind and conditions inure to the benefit of this Agreement. Furthermore, Owner acknowledges that an engagement described in their respective successors and permitted assigns of the immediately preceding sentence shall not constitute an assignment hereunderparties hereto.

Benefit and Assignment. 17.1. This Agreement shall may not be binding upon and shall inure to the benefit assigned by either party, in whole or in part, either voluntarily or by operation of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights or obligations hereunder law, without the prior written consent of the other party heretoparty; provided provided, however, that Pappas may assign its rights and obligations under this Agreement to 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) subject the Permitted Affiliate Transferee qualifies under the Communications Act and all other Requirements of Law to Section 26 become a holder of the Master Governmental Permits (including, without limitation, the FCC Licenses), (ii) each representation and warranty of Pappas in this Agreement is true and correct in all respects as to the 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 Company may assign all or any of its rights and related obligations hereunder assignment to any of its controlled affiliatesthe Permitted Affiliate Transferee, or a third party who acquires more than 50% setting forth the ownership structure of the equity or voting interests of Permitted Affiliate Transferee, and (iv) Pappas and the Company, all or substantially all of Permitted Affiliate Transferee execute and deliver to AXX xx undertaking in form and substance reasonably satisfactory to AIC in which Pappas and the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided Permitted Affiliate Transferee confirm that (x) the conxxxxxxs set forth in the case of any assignment clauses (i) and (ii) have been complied with in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or divisionrespects, (y) in connection with any permitted assignment the Permitted Affiliate Transferee has the power, authority and legal right to discharge its obligations under this clause (i), the assignee shall assume all of the obligations relating to the rights being assignedAgreement, and (z) no 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 under this clause (i) by Pappas shall relieve the Company from any Pappas ox xxx of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions axxxxxxent contrary to xxx xrovisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who 17 shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of deemed a Breach under this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. Except as hereinafter specifically provided in this Section 22, 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 GSE Systems (if the assignor is a Buyer) or Buyer (if the assignor is a Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by any party hereto of its rights and obligations under this Agreement, whether before or after the Closing, release such party from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may assign this Agreement and any and all rights hereunder, in whole or in part, to any subsidiary of Buyer or Avantium US or to any entity in which the controlling shareholders of Buyer maintain control. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No person or entity other than the Company may assign its rights parties hereto is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreementassigns as permitted hereunder. Furthermore23. REMEDIES CUMULATIVE Except as specifically provided herein, Owner acknowledges that an engagement described in the immediately preceding sentence remedies provided herein shall be cumulative and shall not constitute an assignment hereunderpreclude the assertion by Sellers or by Buyer or Avantium US of any other rights or the seeking of any other remedies against the other, or its successors or assigns. Nothing contained herein shall preclude a party from seeking equitable relief, where appropriate. 24.

Benefit and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Owner nor Subject to the Company provisions of Section 10.7 with respect to the Seller assigning its rights (in whole or in part) under this Agreement to a Qualified Intermediary, and provided that Seller shall be permitted to sell, assign and/or transfer some or all of the Station Assets and/or this Agreement (in whole or in part) to its designee, assignee, trustee or other entity if it determines that it would be advisable to make such a transfer in order to make more certain or otherwise facilitate the consummation of the transactions contemplated hereby or the transactions contemplated by the Nationwide Agreement ("Permitted Assignment"), neither party may voluntarily or involuntarily assign its rights or obligations hereunder interest under this Agreement without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder . Buyer agrees with respect to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees Permitted Assignment that it shall remaintake all such actions as are reasonably requested by Seller to effectuate such Permitted Assignment, including but not limited to cooperating in any appropriate filings with the FCC or other governmental authorities. All covenants, agreements, statements, representations, warranties and indemnities in this Agreement by and on behalf of any third party engaged by it shall be, subject to all of the applicable terms parties hereto shall bind and conditions inure to the benefit of this Agreement. Furthermore, Owner acknowledges that an engagement described in their respective successors and permitted assigns of the immediately preceding sentence shall not constitute an assignment hereunderparties hereto.

Benefit and Assignment. This Agreement Except as hereinafter specifically provided in this SECTION 15.6, no party hereto shall be binding upon and shall inure to the benefit assign this Agreement, in whole or in part, whether by operation of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights law or obligations hereunder otherwise, without the prior written consent of the other party hereto; provided that (i) subject , and any purported assignment contrary to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment terms hereof shall be limited to those rights null, void and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, no force and (z) no assignment under this clause (i) shall relieve the Company effect. Without releasing Buyer from any of its obligations or liabilities hereunder; hereunder (iia) Owner may 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 prior consent of Sellers (b) nothing in this Agreement shall limit Buyer's ability to assign the CompanyFCC 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, all 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 entitled to deal exclusively with Buyer as to any matters arising under this Agreement or any of its rights and related obligations hereunder to any the other agreements delivered pursuant hereto. In the event of its affiliatessuch an assignment, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 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 null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes be entitled to bring any action to enforce any provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment Seller Indemnified Parties and the Buyer Indemnified Parties or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. Except as hereinafter specifically provided in this Section 15.7 or in Section 11.1.3, 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 Seller (if the assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. In no event shall any assignment by any party of its rights and obligations under this Agreement, whether before or after the Closing, release such party from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of Buyer may assign all or any portion of its rights and interest herein, (i) to any subsidiary of Buyer or to one or more entities controlling, controlled by, or under common control with Buyer and/or to the Exchange Agent in order to effect Buyer's deferred like-kind exchange in accordance with applicable requirements of the Code and the regulations of theDepartment of Treasury thereunder; provided, however, that such assignment shall not deprive Seller of any material rights or benefits or relieve Buyer of any obligations or liabilities under this Agreement or the other Buyer Documents, (ii) Seller shall not be obligated to expend funds or incur obligations or liabilities in connection therewith, (iii) Buyer shall indemnify and hold harmless Seller from and against any and all Losses arising or resulting from such like-kind exchange transaction, and (iv) such assignment shall not delay the grant of the FCC Order. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted assignshereunder. Neither Owner nor No person or entity other than the Company may assign its rights parties hereto is or obligations hereunder without the prior written consent of the other party hereto; provided that (i) subject to Section 26 of the Master Agreement, the Company may assign all or any of its rights and related obligations hereunder to any of its controlled affiliates, or a third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited entitled to those rights and obligations that are related bring any action to such business unit or division, (y) in connection with enforce any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of the provisions of this Section 15 is null and void and of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes provision of this Agreement or otherwise require the consent against any of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement))hereto, and the Company agrees that it covenants and agreements set forth in this Agreement shall remainbe solely for the benefit of, and any third party engaged by it shall bebe enforceable only by, subject to all of the applicable terms parties hereto or their respective successors and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment assigns as permitted hereunder.

Benefit and Assignment. This Agreement (a) No party hereto shall be binding upon and shall inure to the benefit assign this Agreement, in whole or in part, whether by operation of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights law or obligations hereunder otherwise, without the prior written consent of the other party hereto; provided that (i) subject provided, however, upon written notice to Section 26 of the Master AgreementSellers, the Company Buyer may assign all or any portion of its Buyer's rights and related obligations hereunder 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 its controlled affiliatesany 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 third party who acquires more than 50% delay in the processing by the FCC of the equity applications for such assignment, and (C) no waiver of an FCC rule or voting interests policy is necessary to be obtained for the grant of the Company, all or substantially all applications for the assignment of the assets FCC Licenses to any such Permitted Assignee, nor will processing pursuant to any exception or rule of the Company general applicability be requested or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment required in connection with the sale consummation of all the transactions herein, (ii) prior to or substantially 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 assets comprising matters set forth in Article 4, (iii) notwithstanding such assumption, Buyer shall not be released from any significant business unit liabilities or division obligations hereunder, (iv) Buyer and any such Permitted Assignee shall be jointly and severally liable for the liabilities or obligations of the CompanyBuyer and any such Permitted Assignee hereunder (including, without limitation, any obligation pursuant to Article 12 hereof), and (v) such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) not cause a delay in connection with any permitted assignment under this clause (i), the assignee shall assume all receipt of the obligations relating to FCC Order or the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner Final Order. Buyer may also assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder subject to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of compliance with the provisions of this Section 15 is null and void and 15.6, Buyer's right to acquire the FCC Licenses from Sellers to a wholly-owned subsidiary of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.Buyer

Benefit and Assignment. This Agreement (a) No party hereto shall be binding upon and shall inure to the benefit assign this Agreement, in whole or in part, whether by operation of the parties hereto and their respective successors and permitted assigns. Neither Owner nor the Company may assign its rights law or obligations hereunder otherwise, without the prior written consent of the other party hereto; provided that (i) subject provided, however, upon written notice to Section 26 of the Master AgreementSeller, the Company Buyer may assign all or any portion of its Buyer's rights and related obligations hereunder 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 its controlled affiliatesany 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 third party who acquires more than 50% delay in the processing by the FCC of the equity applications for such assignment, and (C) no waiver of an FCC rule or voting interests policy is necessary to be obtained for the grant of the Company, all or substantially all applications for the assignment of the assets FCC Licenses to any such Permitted Assignee, nor will processing pursuant to any exception or rule of the Company general applicability be requested or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without the prior consent of Owner; provided that (x) in the case of any assignment required in connection with the sale consummation of all the transactions herein, (ii) prior to or substantially 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 assets comprising matters set forth in Article 4, (iii) notwithstanding such assumption, Buyer shall not be released from any significant business unit liabilities or division obligations hereunder, (iv) Buyer and any such Permitted Assignee shall be jointly and severally liable for the liabilities or obligations of the CompanyBuyer and any such Permitted Assignee hereunder (including, without limitation, any obligation pursuant to Article 12 hereof), and (v) such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) not cause a delay in connection with any permitted assignment under this clause (i), the assignee shall assume all receipt of the obligations relating to FCC Order or the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner Final Order. Buyer may also assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder subject to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written consent shall not be unreasonably withheld. Any purported assignment or transfer in violation of compliance with the provisions of this Section 15 is null and void and 15.6, Buyer's right to acquire the FCC Licenses from Sellers to a wholly-owned subsidiary of no force or effect. For the avoidance of doubt, (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of the Company and (ii) Owner agrees that that a sale of the Company in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company may engage third parties to manage the distribution of the Programming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in each case, not from any broadcast facilities leased by, or leased from, Owner (other than independent contractors who shall be permitted access to such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to all of the applicable terms and conditions of this Agreement. Furthermore, Owner acknowledges that an engagement described in the immediately preceding sentence shall not constitute an assignment hereunder.Buyer