Common use of Deemed Assignment of Contracts Clause in Contracts

Deemed Assignment of Contracts. To the extent that the assignment ------------------------------ hereunder of any of the Assumed Contracts shall require the Consent of any other party which has not been obtained (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Capstar shall cooperate, at ACN Holdings' expense, with ACN Holdings to establish a reasonable arrangement designed to provide ACN Holdings with the benefits and burdens of any Assumed Contract, including appointing ACN Holdings to act as its agent to perform all of Capstar's obligations under such Assumed Contract and to collect and promptly remit to ACN Holdings all compensation received by Capstar or any of its Subsidiaries pursuant to such Assumed Contract and to enforce, for the account and benefit of ACN Holdings, any and all rights of Capstar or any of its Subsidiaries against any other person arising out of the breach or cancellation of such Assumed Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, that from and after Closing, Capstar shall have no liability to ACN Holdings in the event that any Assumed Contract requiring Consent to assignment hereunder (or which by its terms is non- assignable) is terminated. Upon transfer of the Assets to ACN, all references to ACN Holdings in this Section 2.7 shall thereafter refer to the successor entity of the MLP Merger.

Deemed Assignment of Contracts. It is understood that, as of the Closing Date, Seller has neither sought nor obtained the consent of any third party to the assignment of the Assigned Contracts. To the extent that the assignment ------------------------------ hereunder of any of the Assumed Assigned Contracts shall require the Consent consent of any other party which has not been obtained (or in the event that any of the same shall be non-assignable), upon the request of Buyer, Seller shall use its Commercially Reasonable Efforts to obtain the consent of such party to the reasonable satisfaction of Parent. Prior to receipt of such consent, neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign such Assigned Contract if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Capstar Seller shall cooperate, at ACN Holdings' expense, cooperate with ACN Holdings Buyer to establish a reasonable arrangement designed to provide ACN Holdings Buyer with the benefits and burdens of any Assumed such Assigned Contract, including appointing ACN Holdings Buyer to act as its agent to perform all of Capstar's Seller’s obligations under such Assumed Assigned Contract and to collect and promptly remit to ACN Holdings Buyer all compensation received by Capstar or any of its Subsidiaries Seller pursuant to such Assumed Assigned Contract and and, at Buyer’s expense, to enforce, for the account and benefit of ACN HoldingsBuyer, any and all rights of Capstar or any of its Subsidiaries Seller against any other person arising out of the breach or cancellation of such Assumed Assigned Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, further, that from and after Closing, Capstar Buyer shall have no liability undertake to ACN Holdings in pay or satisfy the event that corresponding Liabilities under the terms of any Assumed such Assigned Contract requiring Consent to assignment hereunder (or which by its terms is non- assignable) is terminated. Upon transfer of the Assets to ACN, all references to ACN Holdings in this Section 2.7 shall thereafter refer to the successor entity extent that Buyer would have been responsible therefor if such consent or approval had been obtained and such Liability shall be deemed an Assumed Liability for all purposes of the MLP Mergerthis Agreement.

Deemed Assignment of Contracts. To the extent that the assignment ------------------------------ hereunder of any of the Assumed Assigned Contracts identified in Section 3.8 of the Seller Disclosure Schedule, other than those Assigned Contracts identified on Schedules 2.2.1(d) and 2.10.16, shall require the Consent consent of any other party which has not been obtained (or in the event that any of the same shall be non-assignable), neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Capstar . Sellers shall cooperate, at ACN Holdings' expense, cooperate with ACN Holdings Purchasers to establish a reasonable arrangement designed to provide ACN Holdings Purchasers with the benefits and burdens of any Assumed Contractsuch Assigned Contracts, including to the extent not constituting an assignment or attempted assignment that would violate the foregoing sentence, (a) appointing ACN Holdings Purchasers to act as its Sellers’ agent to perform all of Capstar's Sellers’ obligations under such Assumed Contract Assigned Contracts and to collect and promptly remit to ACN Holdings Purchasers all compensation received by Capstar or any of its Subsidiaries Sellers pursuant to such Assumed Contract Assigned Contracts, (b) Purchasers agreeing to advance on behalf of Sellers, but at the expense of and for the account of Purchasers, amounts due and owing under such Assigned Contracts for obligations pertaining to periods following the Effective Time (including the provision of credit support as may be required by a Counterparty to such Assigned Contracts) and (c) to enforce, at the written request of, at the expense of and for the account and benefit of ACN HoldingsPurchasers, any and all rights of Capstar or any of its Subsidiaries Sellers against any other person arising out of the breach or cancellation of such Assumed Contract Assigned Contracts by such other person or otherwise (any and all of which arrangements arrangement shall constitute, as between the parties heretoParties, a deemed assignment or transfer); provided, provided that from and after Closingthe Effective Time, Capstar Sellers shall have no liability to ACN Holdings Purchasers in the event that any Assumed Assigned Contract requiring Consent consent to assignment hereunder (or which by its terms is non- non-assignable) is terminated. Upon transfer of the Assets to ACN, all references to ACN Holdings in this Section 2.7 Purchasers shall thereafter refer to the successor entity of the MLP Mergerreimburse Sellers’ for their reasonable costs and expenses (other than Taxes) associated with such alternative arrangements.

Deemed Assignment of Contracts. To the extent that the assignment ------------------------------ hereunder of any of the Assumed Assigned Contracts shall require the Consent consent of any other party which has not been obtained (or in the event that any of the same shall be non-assignable), upon the request of the Buyer, the Seller shall use its Commercially Reasonable Efforts to obtain the consent of such party to the reasonable satisfaction of Buyer. Prior to receipt of such consent, neither this Agreement nor any actions taken hereunder shall constitute an assignment or an agreement to assign such Assigned Contract if such assignment or attempted assignment would constitute a breach thereof or result in a loss or diminution thereof; provided, however, that Capstar the Seller shall cooperate, at ACN Holdings' expense, cooperate with ACN Holdings the Buyer to establish a reasonable arrangement designed to provide ACN Holdings the Buyer with the benefits and burdens of any Assumed such Assigned Contract, including appointing ACN Holdings the Buyer to act as its agent to perform all of Capstar's the Seller’s obligations under such Assumed Assigned Contract and to collect and promptly remit to ACN Holdings the Buyer all compensation received by Capstar or any of its Subsidiaries the Seller pursuant to such Assumed Assigned Contract and and, at the Buyer’s expense, to enforce, for the account and benefit of ACN Holdingsthe Buyer, any and all rights of Capstar or any of its Subsidiaries the Seller against any other person arising out of the breach or cancellation of such Assumed Assigned Contract by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided, further, that from and after Closing, Capstar the Buyer shall have no liability undertake to ACN Holdings in pay or satisfy the event that corresponding Liabilities under the terms of any Assumed such Assigned Contract requiring Consent to assignment hereunder (or which by its terms is non- assignable) is terminated. Upon transfer of the Assets to ACN, all references to ACN Holdings in this Section 2.7 shall thereafter refer to the successor entity extent that the Buyer would have been responsible therefor if such consent or approval had been obtained and such Liability shall be deemed an Assumed Liability for all purposes of the MLP Mergerthis Agreement.