Common use of Consents to Assignment; Estoppel Certificates Clause in Contracts

Consents to Assignment; Estoppel Certificates. (a) After the execution of this Agreement and prior to Closing, Seller shall use its commercially reasonable efforts to obtain (i) any third-party consents necessary for the assignment of any Station Contract or Real Property Lease and (ii) estoppel certificates duly executed by the lessors under the Real Property Leases in the form of Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If such consent is not obtained prior to the Closing Date, (A) Seller shall use its commercially reasonable efforts to (x) obtain such consent as soon as possible after the Closing Date, (y) provide to Buyer the financial and business benefits of any such Station Contract and (z) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract; and (B) Buyer shall assume the obligations under such Station Contract in accordance with this Agreement. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration (except as may be specifically contemplated by the relevant Station Contract) to any third party to obtain any consent or estoppel certificate. (b) Seller shall use its commercially reasonable efforts to obtain an agreement with the lessor thereunder to extend the Lease executed September 23, 1997 for KJCE-AM (0000 Xxxxxx Xxxxxx Rd., Austin, Texas), as amended, for at least an additional five-year term, on the same terms and conditions as are currently in effect, or on other terms and conditions reasonably acceptable to Buyer. Such an agreement is not a condition to Closing under this Agreement.

Consents to Assignment; Estoppel Certificates. (a) After the execution of this Agreement and prior to Closing, Seller shall use its commercially reasonable efforts to obtain (ia) any third-party consents necessary for the assignment of any Station Contract or Real Property Lease and (iib) estoppel certificates duly executed by the lessors under the Real Property Leases in the form of Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If such consent is not obtained prior to the Closing Date, (Ai) Seller shall use its commercially reasonable efforts to (x) obtain such consent as soon as possible after the Closing Date, (y) provide to Buyer the financial and business benefits of any such Station Contract and (z) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract; and (Bii) Buyer shall assume the obligations under such Station Contract in accordance with this Agreement. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration (except as may be specifically contemplated by the relevant Station Contract) to any third party to obtain any consent or estoppel certificate. (b) Seller shall use its commercially reasonable efforts to obtain an agreement with the lessor thereunder to extend the Lease executed September 23, 1997 for KJCE-AM (0000 Xxxxxx Xxxxxx Rd., Austin, Texas), as amended, for at least an additional five-year term, on the same terms and conditions as are currently in effect, or on other terms and conditions reasonably acceptable to Buyer. Such an agreement is not a condition to Closing under this Agreement.

Consents to Assignment; Estoppel Certificates. (a) After the execution of this Agreement and prior Prior to Closing, Seller Sellers shall use its commercially reasonable efforts to obtain (i) any third-party consents necessary for the assignment of any Station Contract or Assigned Contract, including any Real Property Lease (the “Consents”). With respect to the Real Property Leases, the lessor’s Consent to the assignment of the Real Property Lease (if required by the terms of the Real Property Lease) must expressly provide that Buyer shall only be liable for obligations under the Real Property Lease arising after Closing, that Buyer shall not be required to place the leased premises into a condition better than existing on the Closing Date and that Buyer shall not be required to remove any alterations or improvements previously made to the leased premises (ii) unless Buyer elects to do so in its sole discretion). Further, at least 10 days prior to Closing, Sellers shall obtain estoppel certificates duly executed by the lessors under the Real Property Leases in form and substance satisfactory to Buyer. Notwithstanding anything herein to the contrary, Buyer shall be entitled to terminate this Agreement in the event the required Consents for the Real Property Leases are not obtained in a form of Exhibit A attached heretoand substance satisfactory to Buyer. Notwithstanding anything in this Agreement to the contrary, this Agreement shall to the extent that an Assigned Contract may not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, be assigned without the consent of a any third party theretoparty, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If and such consent is not obtained prior to Closing, this Agreement and any assignment executed pursuant to this Agreement shall not constitute an assignment thereof; provided, however, with respect to each such contract, the Closing Date, (A) Seller parties shall use its cooperate to the extent feasible in effecting a lawful and commercially reasonable efforts to (x) obtain such consent as soon as possible after the Closing Date, (y) provide to Buyer the financial and business benefits of any such Station Contract and (z) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract; and (B) arrangement under which Buyer shall assume receive the benefits thereunder from and after Closing, and to the extent of the benefits received, Buyer shall pay and perform Sellers’ obligations under such Station Contract arising thereunder from and after Closing in accordance with this Agreement. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration (except as may be specifically contemplated by the relevant Station Contract) to any third party to obtain any consent or estoppel certificateterms. (b) Seller shall use its commercially reasonable efforts to obtain an agreement with the lessor thereunder to extend the Lease executed September 23, 1997 for KJCE-AM (0000 Xxxxxx Xxxxxx Rd., Austin, Texas), as amended, for at least an additional five-year term, on the same terms and conditions as are currently in effect, or on other terms and conditions reasonably acceptable to Buyer. Such an agreement is not a condition to Closing under this Agreement.

Consents to Assignment; Estoppel Certificates. (a) After the execution of this Agreement and prior to Closing, Seller shall use its commercially reasonable efforts to obtain (ia) any third-party consents necessary for the assignment of any Station Contract or Real Property Lease and (iib) estoppel certificates duly executed by the lessors under the Real Property Leases in the form of Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Station Contract or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Station Contract or in any way adversely affect the rights of Buyer or Seller thereunder. If such consent is not obtained prior to the Closing Date, (Ai) Seller shall use its commercially reasonable efforts to (xA) obtain such consent as soon as possible after the Closing Date, (yB) provide to Buyer the financial and business benefits of any such Station Contract and (zC) enforce, at the request of Buyer, for the account of Buyer, any rights of Seller arising from any such Station Contract; and (Bii) Buyer shall assume the obligations under such Station Contract in accordance with this Agreement. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to pay consideration (except as may be specifically contemplated by the relevant Station Contract) to any third party to obtain any consent or estoppel certificate. (b) Seller shall use its commercially reasonable efforts to obtain an agreement with the lessor thereunder to extend the Lease executed September 23, 1997 for KJCE-AM (0000 Xxxxxx Xxxxxx Rd., Austin, Texas), as amended, for at least an additional five-year term, on the same terms and conditions as are currently in effect, or on other terms and conditions reasonably acceptable to Buyer. Such an agreement is not a condition to Closing under this Agreement.