Common use of Consents to Assignment Clause in Contracts

Consents to Assignment. To the extent that any Contract identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, offer, delivery or sublease thereof. Subject to the provisions of Section 11.5, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing relating to the assignment to RBI of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to RBI of all of Seller's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, RBI shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Contracts. Seller shall use its reasonable best efforts to provide RBI with the financial and business benefits of such Contracts (including, without limitation, permitting RBI to enforce any rights of Seller arising under such Contracts), and RBI shall, to the extent RBI is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts to the extent that RBI was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract identified ---------------------- in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, offertransfer, delivery or sublease thereof. Subject to the provisions of Section 11.5, in In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing relating to the transfer and assignment to RBI Buyer of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to RBI Buyer of all of Seller's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, RBI Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Contracts. Seller shall use its reasonable best efforts to provide RBI Buyer with the financial and business benefits of such Contracts (including, without limitation, permitting RBI Buyer to enforce any rights of Seller arising under such Contracts), and RBI Buyer shall, to the extent RBI Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts to the extent that RBI Buyer was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract (other than a Material Contract) identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, offertransfer, delivery or sublease thereof. Subject to the provisions of Section 11.5, in In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing relating Date to the transfer and assignment to RBI the other party of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller the assigning party to RBI the other party of all of Sellerthe assigning party's rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, RBI the other party shall be deemed to be Sellerthe assigning party's agent for the purpose of completing, fulfilling and discharging all of Sellerthe assigning party's rights and liabilities arising after the Closing Date under such Contracts. Seller The assigning party shall use its all reasonable best efforts to provide RBI the other party with the financial and business benefits of such Contracts (including, without limitation, including permitting RBI the other party to enforce any rights of Seller the assigning party arising under such Contracts), and RBI the other party shall, to the extent RBI the assigning party is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller the assigning party under such Contracts to the extent that RBI was to assume those obligations pursuant to the terms hereofContracts.

Consents to Assignment. To the extent that any Contract identified in the Schedules Station Agreement is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto thereto shall not constitute a sale, an assignment, transfer, delivery or sublease or an attempted sale, assignment, offertransfer, delivery or sublease thereof. Subject to the provisions of Section 11.5, in In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing relating Commencement Date to the transfer and assignment to RBI Broker of the Contractsany Station Agreement, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller Licensee to RBI Broker of all of SellerLicensee's rights, benefits, title and interest in and to the ContractsStation Agreements, and where necessary or appropriate, RBI Broker shall be deemed to be SellerLicensee's agent for the purpose of completingcompletion, fulfilling and discharging all of SellerLicensee's rights and liabilities arising after the Closing Commencement Date under such ContractsStation Agreements. Seller Licensee shall use its reasonable best efforts to provide RBI Broker with the financial and business benefits of such Contracts Station Agreements (including, without limitation, permitting RBI Broker to enforce any rights of Seller licensee arising under such ContractsStation Agreements), and RBI Broker shall, to the extent RBI Broker is provided with the benefits of such ContractsStation Agreements, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller Licensee under such Contracts Station Agreements to the extent that RBI Broker was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any non-Material Contract identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, offer, delivery or sublease thereof. Subject to the provisions of Section 11.5, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing relating to the assignment to RBI of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to RBI of all of Seller's otherwise transferable rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, RBI shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Contracts. Seller shall use its commercially reasonable best efforts to provide RBI with the financial and business benefits of such Contracts (including, without limitation, permitting RBI to enforce any rights of Seller arising under such Contracts), and RBI shall, to the extent RBI is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts to the extent that RBI was to assume those obligations pursuant to the terms hereof.

Consents to Assignment. To the extent that any Contract identified in the Schedules is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery or sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, offertransfer, delivery or sublease thereof. Subject to the provisions of Section 11.511.6, in those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing relating Date to the transfer and assignment to RBI Buyer of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to RBI Buyer of all of Seller's rights, benefits, title and interest in and to and all liabilities under the Contracts, and where necessary or appropriate, RBI Buyer shall be deemed to be Seller's agent for the purpose of completing, fulfilling and discharging all of Seller's rights and liabilities arising after the Closing Date under such Contracts. Seller shall use its all reasonable best efforts to provide RBI Buyer with the financial and business benefits of such Contracts (including, without limitation, permitting RBI Buyer to enforce any rights of Seller arising under such Contracts), and RBI Buyer shall, to the extent RBI Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Seller under such Contracts to the extent that RBI Buyer was to assume those obligations pursuant to the terms hereof.