Common use of Call Right Assignment Clause in Contracts

Call Right Assignment. (a) On the Commencement Date, (i) NBC Palm Beach II shall assign all of its rights and obligations under the Call Agreement, and (ii) NBCU shall assign all of its rights and obligations arising under the Escrow Agreement and the Noncompete Agreements, in each case, to CIG by executing and delivering to CIG an assignment and assumption agreement (the “Assignment Agreement”) in the form attached hereto as Exhibit Q. (b) On the Commencement Date, CIG shall assume and accept the assignment of (i) all of the rights and obligations of NBC Palm Beach II under the Call Agreement, and (ii) all of the rights and obligations of NBCU under the Escrow Agreement and the Noncompete Agreements, in each case, by executing and delivering to NBC Palm Beach II and NBCU the Assignment Agreement. CIG shall be bound by all of the terms and conditions thereof in the same way as such terms obligate NBC Palm Beach II and NBCU, as the case may be. CIG hereby agrees that, following the Commencement Date, the NBCU Entities shall not have any obligations under the Call Agreement, the Escrow Agreement and the Noncompete Agreements, other than the indemnity obligations set forth in Section 10.21. In addition, CIG shall grant to NBC Palm Beach II the NBCU Option I. (c) On the Commencement Date, concurrently with the assignment and assumption described in Sections 2.02(a) and (b), CIG shall (i) exercise the Call Right by delivering a notice in the form attached hereto as Exhibit R to the Xxxxxx Stockholders pursuant to the terms and conditions of the Call Agreement and (ii) commence the Tender Offer upon the terms and conditions set forth in Article III. Upon exercise of the Call Right, CIG shall (x) together with the Xxxxxx Stockholders, deliver a joint written notice to the Escrow Agent pursuant to Section 4(a) of the Escrow Agreement authorizing the Escrow Agent to disburse the amount of $3,863,765.50 to the Xxxxxx Stockholders or their designees in the manner indicated in such joint notice and (y) pay Xx. Xxxxxxx $2,250,000 by wire transfer of immediately available funds to such account or accounts specified in writing by him prior to the Commencement Date. (d) Effective as of the date hereof, the Call Right Transfer Agreement is hereby terminated and shall have no further force or effect.

Call Right Assignment. (a) On the Commencement Date, (i) NBC Palm Beach II shall assign all of its rights and obligations under the Call Agreement, and (ii) NBCU shall assign all of its rights and obligations arising under the Escrow Agreement and the Noncompete Agreements, in each case, to CIG by executing and delivering to CIG an assignment and assumption agreement (the “Assignment Agreement”) in the form attached hereto as Exhibit Q. (b) On the Commencement Date, CIG shall assume and accept the assignment of (i) all of the rights and obligations of NBC Palm Beach II under the Call Agreement, and (ii) all of the rights and obligations of NBCU under the Escrow Agreement and the Noncompete Agreements, in each case, by executing and delivering to NBC Palm Beach II and NBCU the Assignment Agreement. CIG shall be bound by all of the terms and conditions thereof in the same way as such terms obligate NBC Palm Beach II and NBCU, as the case may be. CIG hereby agrees that, following the Commencement Date, the NBCU Entities shall not have any obligations under the Call Agreement, the Escrow Agreement and the Noncompete Agreements, other than the indemnity obligations set forth in Section 10.21. In addition, CIG shall grant to NBC Palm Beach II the NBCU Option I. (c) On the Commencement Date, concurrently with the assignment and assumption described in Sections 2.02(a) and (b), CIG shall (i) exercise the Call Right by delivering a notice in the form attached hereto as Exhibit R to the Xxxxxx Pxxxxx Stockholders pursuant to the terms and conditions of the Call Agreement and (ii) commence the Tender Offer upon the terms and conditions set forth in Article III. Upon exercise of the Call Right, CIG shall (x) together with the Xxxxxx Pxxxxx Stockholders, deliver a joint written notice to the Escrow Agent pursuant to Section 4(a) of the Escrow Agreement authorizing the Escrow Agent to disburse the amount of $3,863,765.50 to the Xxxxxx Pxxxxx Stockholders or their designees in the manner indicated in such joint notice and (y) pay XxMx. Xxxxxxx $2,250,000 by wire transfer of immediately available funds to such account or accounts specified in writing by him prior to the Commencement Date. (d) Effective as of the date hereof, the Call Right Transfer Agreement is hereby terminated and shall have no further force or effect.