Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Xxxxxxxx’x intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.

Benefit and Assignment. (a) Except 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 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 otherwise provided 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 this Section 10whole or in part, this 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 parties hereto and their respective successors and assigns as permitted assignshereunder. This Agreement is of a personal nature with respect to CompanyExcept as set forth in Section 8.7, no Person, other than the parties hereto and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations their respective successors and assigns as permitted hereunder, directly is or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right entitled to assign, encumber and/or transfer bring any or all of its rights and/or obligations under this Agreement, in action to enforce any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment provision of this Agreement by Company without Provider’s prior written consentagainst any of the parties hereto. The Parties further hereby acknowledge Except as set forth in Section 8.7, the covenants and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, agreements set forth in this Agreement shall not be assignable by Company without Provider’s prior written consentsolely for the benefit of, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Xxxxxxxx’x intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Codehereunder.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this This Agreement shall be binding upon and ---------------------- shall inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. This Agreement is Subject to the provisions of a personal nature Section 10.7 with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of the Seller assigning its rights (in whole or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (bpart) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Companya Qualified Intermediary, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree provided that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Xxxxxxxx’x intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider Seller shall be permitted to exercise sell, assign and/or transfer some or all of the Station Assets and/or this Agreement (in whole or in part) to its right designee, assignee, trustee or other entity if it determines that it would be advisable to terminate 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 interest under this Agreement without the prior written consent of the other party hereto. Buyer shall not be permitted to assign its rights under this Agreement without the express written consent of Seller, provided that Buyer may assign this Agreement to its primary lenders under its June 30, 1998 Credit Agreement, or any successor Credit Agreement, as collateral for any indebtedness incurred pursuant to section 365(e)(2) such Credit Agreement. Buyer agrees with respect to any Permitted Assignment that it shall take 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 of the Bankruptcy Codeparties hereto shall bind and inure to the benefit of their respective successors and permitted assigns of the parties hereto.

Benefit and Assignment. (a) Except as otherwise hereinafter specifically provided in this Section 1015.7 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 parties hereto and their respective successors and assigns as permitted assignshereunder. This Agreement No person or entity other than the parties hereto is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right entitled to assign, encumber and/or transfer bring any or all of its rights and/or obligations under this Agreement, in action to enforce any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment provision of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge against any of the parties hereto, and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, covenants and agreements set forth in this Agreement shall not be assignable by Company without Provider’s prior written consentsolely for the benefit of, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Xxxxxxxx’x intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Codehereunder.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer Neither party may assign its rights under this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Providerthe other party’s prior written approval of the same in each instance. Any attempted assignment sub-licenseconsent, encumbrance which consent may not be unreasonably withheld or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Companydelayed. (b) Notwithstanding anything above to the contrary contained hereincontrary, either Buyer or Seller may, without the Parties hereby acknowledge and agree that other party’s consent, (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed assign any or all of its trust rights and confidence, (ii) Company provides unique goods and services obligations under this Agreement to an Affiliate, provided that are personal in nature to such assignment does not delay the Company, receipt of the FCC Consent or the Closing and (iii) Provider the assigning party is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment not relieved of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to allow Provider any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to satisfy any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its duty obligations under this Agreement or increase liability or obligations or result in additional expense), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to control this Section 10.2(b), the quality other party shall cooperate with all reasonable requests of goods sold 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 Xxxxxxxx’x intellectual propertySection 1031 of the Code. The Parties further hereby acknowledge and agree that as a result 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 event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (xqualified intermediary) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) or on behalf of the Bankruptcy Code, qualified intermediary at Closing and Seller shall convey the Station Assets (yor such portion thereof as is designated in writing by the qualified intermediary) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) or on behalf of the Bankruptcy Codequalified intermediary at Closing.

Benefit and Assignment. (a) Except as otherwise provided CARC shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Operating Partnership and OPLLC; provided, however, that CARC may assign all of its rights and benefits under this Section 10Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of CARC to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of CARC hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. (b) OPLLC shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Operating Partnership or CARC; provided, however, that OPLLC may assign all of its rights and benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of OPLLC to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of OPLLC hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. (c) Operating Partnership shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of CARC or OPLLC; provided, however, that Operating Partnership may assign all of its rights and benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of Operating Partnership to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of Operating Partnership hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and assigns as permitted assignshereunder. This Agreement No person or entity other than the parties hereto and any person or entity with rights of indemnification under Article V is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right entitled to assign, encumber and/or transfer bring any or all of its rights and/or obligations under this Agreement, in action to enforce any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment provision of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge against any of the parties hereto, and, except for the foregoing persons or entities having indemnification rights, the covenants and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, agreements set forth in this Agreement shall not be assignable by Company without Provider’s prior written consentsolely for the benefit of, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Xxxxxxxx’x intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Codehereunder.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer Neither party may assign its rights under this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Providerthe other party’s prior written approval of the same in each instance. Any attempted assignment sub-licenseconsent, encumbrance which consent may not be unreasonably conditioned, withheld or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Companydelayed. (b) Notwithstanding anything above to the contrary contained hereincontrary, either Buyer or Seller may, without the Parties hereby acknowledge and agree that other party’s consent, (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed assign any or all of its trust rights and confidence, (ii) Company provides unique goods and services obligations under this Agreement to one or more Affiliates, provided that are personal in nature to such assignment does not delay the Company, receipt of the FCC Consent or the Closing and (iii) Provider the assigning party is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment not relieved of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and liability under this Agreement, or (ii) assign any or all of its rights but not its obligations under this Agreement to allow Provider any “qualified intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to satisfy any exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not relieve a party of its duty obligations under this Agreement), provided that such assignment does not delay the Closing. If Buyer or Seller gives notice of an assignment pursuant to control this Section 10.2(b), the quality other party shall cooperate with all reasonable requests of goods sold 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 Xxxxxxxx’x intellectual propertySection 1031 of the Code. The Parties further hereby acknowledge and agree that as a result 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 event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (xqualified intermediary) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) or on behalf of the Bankruptcy Code, qualified intermediary at Closing and Seller shall convey the Station Assets (yor such portion thereof as is designated in writing by the qualified intermediary) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) or on behalf of the Bankruptcy Codequalified intermediary at Closing.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Xxxxxxxx’x Norman’s intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1365(c)(l) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Xxxxxx Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Xxxxxx Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Xxxxxxxx’x Norman’s intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.