Common use of Equitable Assignment Clause in Contracts

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, as contemplated hereunder, of any Purchased Assets is prohibited by any applicable Laws or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents"), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyer. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assets.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyerthe Purchaser, as contemplated hereunder, of any Purchased Assets or Assumed Liabilities is prohibited by any applicable Laws or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letteror consents to assign or transfer, and such Permits or consents shall not have been obtained prior to the Closing (each such Permits, collectively, "Permit a “Delayed Consent,” collectively the “Delayed Consents"”), this Agreement shall not constitute a sale, assignment, transfer, conveyance conveyance, assumption or delivery, or any attempted sale, assignment, transfer, conveyance conveyance, assumption or delivery, thereof. Following the Closing Closing, the Parties Purchaser and the Sellers shall use commercially reasonable efforts (which shall not include, in the case of the Sellers, the payment of money or the assumption of obligations) and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by Buyerthe Purchaser. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtained, the Parties Purchaser and the Sellers shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer the Purchaser from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's such Seller’s rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, under such Purchased Assets and operations of the Business Business, and effectively causing the Purchaser to assume all such Assumed Liabilities, as if such assets and operations had been transferred by the Company Sellers to Buyer the Purchaser and all such Assumed Liabilities had been assumed by the Purchaser at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6Closing. Once any Delayed Consent is obtained, the Company Sellers shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, and the Purchaser shall accept and assume such Purchased Assets and operations of Assumed Liabilities at the Business to Buyer at Buyer's Purchaser’s expense with Buyer the Purchaser responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closingtherewith; provided that no additional cash consideration shall be paid by Buyer Purchaser to the Company such Seller for such relevant Purchased Assets.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to To the extent that any of the Station Assets are not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third party or if such sale, assignment, transfer, conveyance delivery or delivery sublease or attempted sale, assignment, transfer, conveyance delivery or delivery to Buyer, as contemplated hereunder, sublease would constitute a breach thereof or a violation of any Purchased Assets is prohibited by any applicable Laws law or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents")regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, conveyance delivery or delivery, sublease or any an attempted sale, assignment, transfer, conveyance delivery or delivery, sublease thereof. Following In those cases where consents and/or waiver to the transfer and assignment to Buyer of any of the Station Assets has not been obtained at or prior to the Closing the Parties shall use commercially reasonable efforts Date, and shall cooperate with each otherSeller and Buyer elect to close, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Seller to Buyer of all of Seller's rights, benefits, title and interest in and to such Station Assets, and where appropriate, Buyer shall be deemed to be Seller's agent for the purpose of completion, fulfilling and discharging all Seller's rights and liabilities arising after the Closing Date in relation to such Station Assets, provided however, Seller's failure to obtain promptly the Delayed Consentsrequisite waiver or consent of such third person within ninety (90) days after the Closing shall be deemed to be a breach of this Agreement for which Buyer shall be entitled to remedy, including, but not limited to, under the Indemnification and Escrow Agreement; provided further, however, that all reasonable out-of-pocket expenses of no such cooperation and related actions breach shall be paid by Buyer. Pending receipt of the Delayed Consents deemed to have occurred if Buyer has incurred no liability, loss or if damage from such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased Assetsfailure.

Equitable Assignment. 2.3.1 Notwithstanding anything to the contrary contained in this Agreement, other than Section 10.7 and 11.7, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, as contemplated hereunder, of any Purchased Assets Asset is prohibited by its terms or by any applicable Applicable Laws or would require any governmental or any third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letterconsent or approval, and any such Permits consent or approval shall not have been obtained prior to the Closing (such Permits, collectively, "a “Delayed Consents"Consent”), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereofthereof and (subject to the conditions expressly set forth in this Agreement) the parties nonetheless shall complete the Closing. Following the Closing Closing, the Parties shall use commercially reasonable efforts and shall cooperate with each other, to obtain promptly the each Delayed Consents; provided that all reasonable out-of-pocket expenses of such cooperation and related actions Consent (but Sellers shall not be paid by Buyerrequired to incur any material expense or make any material commitment in connection therewith). Pending receipt of the each Delayed Consents Consent with respect to a Purchased Asset or if any such Delayed Consents are Consent is not obtained, the Parties hereto shall cooperate with each other in any reasonable and lawful arrangementsarrangements (each an “Equitable Arrangement”), effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's Sellers’ rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets Asset and operations of the Business as if such assets and operations had been transferred by the Company Sellers to Buyer at the Closing and any Liabilities liabilities or obligations associated with the arrangements specifically established by Buyer and the Company Sellers pursuant to this Section 8.62.3. Once any each Delayed Consent with respect to a Purchased Asset is obtained, the Company Sellers shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business Asset to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company Sellers for such relevant Purchased AssetsAsset. This Section 2.3 shall not affect Sellers’ obligations under Section 8.1.6 or Section 8.1.7 hereof or Buyer’s obligations under Section 9.3 hereof.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance assignment or delivery or attempted sale, assignment, transfer, conveyance or delivery transfer to Buyerthe Operating Partnership, as contemplated hereunder, of any Purchased Assets is prohibited by any applicable Laws or of the Personalty associated with the Properties would require the consent of any governmental or third party Permits, including (other than the Permits listed in Section 6.3 of the Disclosure Letter, Required Consents) and such Permits consent shall not have been obtained prior to the Closing (such Permits, collectively, a "Delayed ConsentsConsent"), this Agreement shall not constitute a salecontribution, assignment, transfer, conveyance assignment or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, transfer thereof. Following the Closing Closing, the Parties parties shall use commercially reasonable efforts efforts, and shall cooperate with each other, to obtain promptly the Delayed Consents; provided that all reasonable out-of-pocket expenses of incurred in connection with obtaining such cooperation and related actions Delayed Consents shall be paid borne equally by Buyerthe Operating Partnership, on the one hand, and TRCALP, on the other hand. Pending receipt of the Delayed Consents or if such Delayed Consents are not obtainedConsents, the Parties parties hereto shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer the Operating Partnership, from and after the Closing, the rights and benefits of, and entitlements to exercise TRCLP's or the Company's Contributors' rights under, and effectively causing the Buyer Operating Partnership to assume all Assumed Liabilities liabilities and expenses with respect to, such Purchased Assets and operations of the Business Personalty as if such assets and operations had been transferred by the Company Contributors to Buyer the Operating Partnership at the Closing and any Liabilities liabilities associated with the arrangements specifically established by Buyer the Operating Partnership and the Company Contributors pursuant to this Section 8.62.11. Once any Delayed Consent is obtained, the Company Contributors shall assign, transfer, convey and deliver, or cause assign such Personalty to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations the Operating Partnership at the expense of the Business to Buyer at Buyer's expense Operating Partnership and TRCALP, with Buyer the Operating Partnership, on the one hand, and the Contributors, on the other hand, jointly and equally responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closingtransfer; provided that no additional consideration shall be paid by Buyer the Operating Partnership to the Company for such relevant Purchased AssetsContributors in connection therewith.

Equitable Assignment. Notwithstanding anything to the contrary contained in this Agreement, to To the extent that any of the Assigned Contracts are not capable of being sold, assigned, transferred or set over to Assignee without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, conveyance transfer or delivery setover or attempted sale, assignment, transfer, conveyance transfer or delivery to Buyer, as contemplated hereunder, setover would constitute a breach thereof or a violation of any Purchased Assets is prohibited by any applicable Laws law or would require any governmental or third party Permits, including the Permits listed in Section 6.3 of the Disclosure Letter, and such Permits shall not have been obtained prior to the Closing (such Permits, collectively, "Delayed Consents")regulation, this Agreement Assignment shall not constitute a sale, assignment, transfer, conveyance or delivery, setover or any an attempted sale, assignment, transfer, conveyance transfer or delivery, setover thereof. Following In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing date of this Assignment to the Parties transfer and assignment to Assignee of the Assigned Contracts, this Assignment, to the extent permitted by law, shall constitute an equitable assignment by Assignor to Assignee of all of Assignor’s rights, benefits, title and interest in and to the Assigned Contracts, and where necessary or appropriate, Assignee shall be deemed to be Assignor’s agent for the purpose of completing, fulfilling and discharging all of Assignor’s rights and liabilities arising after the date of this Assignment under such Assigned Contracts. Assignor shall use commercially reasonable its best efforts to provide Assignee with the benefits of such Assigned Contracts (including, without limitation, permitting Assignee to enforce any rights of Assignor arising under such Assigned Contracts), and shall cooperate with each otherAssignee shall, to obtain promptly the Delayed Consents; extent Assignee is provided that all reasonable out-of-pocket expenses with the benefits of such cooperation Assigned Contracts, assume, perform and related actions shall be paid by Buyer. Pending receipt in due course pay and discharge all debts, obligations and liabilities of the Delayed Consents or if Assignor under such Delayed Consents are not obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise the Company's rights under, and effectively causing the Buyer to assume all Assumed Liabilities with respect to, such Purchased Assets and operations of the Business as if such assets and operations had been transferred by the Company to Buyer at Closing and any Liabilities associated with the arrangements specifically established by Buyer and the Company pursuant to this Section 8.6. Once any Delayed Consent is obtained, the Company shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Assets and operations of the Business to Buyer at Buyer's expense with Buyer responsible for all reasonable out-of-pocket costs associated with the transfer of the relevant Purchased Assets and operations and any other Liabilities associated with such transfer and the ownership or operation of such Purchased Assets that would have comprised Assumed Liabilities under this Agreement had such assets and operations been transferred by the Company to Buyer at Closing; provided that no additional consideration shall be paid by Buyer to the Company for such relevant Purchased AssetsAssigned Contracts.