Common use of Governmental Approvals; Consents Clause in Contracts

Governmental Approvals; Consents. (a) If and to the extent that the valid, complete and perfected transfer or assignment to RhinoRx of any RhinoRx Assets or to Rhino of any Non-RhinoRx Assets as contemplated by Section 3.02 would be a violation of Applicable Law or require any Consent or Governmental Approval, then the applicable transfer or assignment shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, any such Asset shall be deemed an Asset of the transferee for purposes of determining whether any Liability is a Liability of the transferee. (b) If the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing Date, whether as a result of the provisions of Section 3.03(a) or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, inure from and after the Closing Date to the Person to whom such Asset is to be transferred. To the extent permitted by Applicable Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, the Person to whom such Asset is to be transferred shall be entitled to, and shall be responsible for, the management of any Asset not yet transferred to it as a result of this Section and the parties agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to Section 3.03(a), are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement. (d) The Person retaining an Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset.

Governmental Approvals; Consents. (a) To the extent that the Separation requires any Governmental Approvals or Consents, the Parties shall use commercially reasonable efforts to obtain any such Governmental Approvals and Consents. If and to the extent that the valid, complete and perfected transfer or assignment to RhinoRx of any RhinoRx Parametric Assets or to Rhino of any Non-RhinoRx Assets as contemplated by Section 3.02 would be a violation of Applicable violate applicable Law or require any Consent Governmental Approval or Governmental ApprovalConsent, then then, unless LRAD shall otherwise determine, the applicable transfer or assignment of such Parametric Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or each of such Consents Governmental Approval or Governmental Approvals have Consent has been obtained. Notwithstanding the foregoing, No Party shall be obligated to pay any consideration to any Third Party from whom any such Asset shall be deemed an Asset of the transferee for purposes of determining whether any Liability Consent is a Liability of the transfereerequested. (b) If the transfer or assignment of any Asset Parametric Assets intended to be transferred or assigned hereunder is not consummated prior to or at the Closing Date, whether as a result of the provisions of Section 3.03(a) or Effective Time for any other reason, then the Person retaining such Asset LRAD shall thereafter hold such Parametric Asset for the use and benefit, insofar as reasonably possible, benefit of the Person Parametric entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, inure from and after the Closing Date to the Person to whom such Asset is to be transferred. To the extent permitted by Applicable Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, the Person to whom such Asset is to be transferred shall be entitled to, and shall be responsible for, the management of any Asset not yet transferred to it as a result of this Section and the parties agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) law. If and when the Consents and/or Governmental ApprovalsApprovals or Consents, the absence of which or other impediments to transfer, that caused the deferral of transfer of any such Asset pursuant to Section 3.03(a), are obtainedobtained or removed, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (dc) The Person retaining an Asset due If the Parties are unable to the deferral of the transfer of obtain any required Governmental Approvals or Consents, LRAD shall continue to be bound by such Asset Contract, license or other obligation; provided, however, that LRAD shall not be obligatedobligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in connection with effect beyond the foregoingterm in effect as of the Effective Time. If and when any such Governmental Approval or Consent is obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, LRAD shall promptly assign, or cause to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar feesbe assigned, all rights, obligations and other Liabilities thereunder to Parametric without payment of which any further consideration and Parametric, without the payment of any further consideration, shall be promptly reimbursed by the Person entitled to assume such Assetrights and obligations and other Liabilities.

Governmental Approvals; Consents. (a) If and to the extent that the valid, complete and perfected transfer or assignment to RhinoRx HippoRx of any RhinoRx HippoRx Assets or to Rhino Hippo of any Non-RhinoRx HippoRx Assets as contemplated by Section 3.02 2.02 would be a violation of Applicable Law or require any Consent or Governmental Approval, then the applicable transfer or assignment shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, any such Asset shall be deemed an Asset of the transferee for purposes of determining whether any Liability is a Liability of the transferee. (b) If the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing Date, whether as a result of the provisions of Section 3.03(a2.03(a) or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, inure from and after the Closing Date to the Person to whom such Asset is to be transferred. To the extent permitted by Applicable Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, the Person to whom such Asset is to be transferred shall be entitled to, and shall be responsible for, the management of any Asset not yet transferred to it as a result of this Section and the parties agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to Section 3.03(a2.03(a), are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement. (d) The Person retaining an Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset.

Governmental Approvals; Consents. (a) If and to the extent that the valid, complete and perfected transfer or assignment to RhinoRx the Journal Newspaper Entities of any RhinoRx Journal Newspaper Assets or to Rhino the Journal Broadcast Entities of any Non-RhinoRx Journal Broadcast Assets as contemplated by Section 3.02 3.03 would be a violation of Applicable Law or require any Consent or Governmental Approval, then the applicable transfer or assignment shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, but subject to the procurement of any applicable Governmental Approval, including any required FCC Consent, any such Asset shall be deemed an Asset of the transferee for purposes of determining whether any Liability is a Liability of the transferee. (b) If the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing Date, whether as a result of the provisions of Section 3.03(a3.04(a) or for any other reason, then then, subject to the procurement of any applicable Governmental Approval, including any required FCC Consent, the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, ) and the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, inure from and after the Closing Date to the Person to whom such Asset is to be transferred. To the extent permitted by Applicable Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, the Person to whom such Asset is to be transferred shall be entitled to, and shall be responsible for, the management of any Asset not yet transferred to it as a result of this Section 3.04(b) and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to Section 3.03(a3.04(a), are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement. (d) The Person retaining an Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset.

Governmental Approvals; Consents. (a) If and to the extent that the valid, complete and perfected transfer or assignment to RhinoRx the Scripps Newspaper Entities of any RhinoRx Scripps Newspaper Assets or to Rhino Scripps or the Scripps Broadcast Entities of any Non-RhinoRx Scripps Broadcast Assets as contemplated by Section 3.02 2.03 would be a violation of Applicable Law or require any Consent or Governmental Approval, then the applicable transfer or assignment shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, but subject to the procurement of any applicable Governmental Approval, including any required FCC Consent, any such Asset shall be deemed an Asset of the transferee for purposes of determining whether any Liability is a Liability of the transferee. (b) If the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing Date, whether as a result of the provisions of Section 3.03(a2.04(a) or for any other reason, then then, subject to the procurement of any applicable Governmental Approval, including any required FCC Consent, the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, ) and the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, inure from and after the Closing Date to the Person to whom such Asset is to be transferred. To the extent permitted by Applicable Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, the Person to whom such Asset is to be transferred shall be entitled to, and shall be responsible for, the management of any Asset not yet transferred to it as a result of this Section and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto. (c) If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to Section 3.03(a2.04(a), are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement. (d) The Person retaining an Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset.

Governmental Approvals; Consents. (a) If and Subject to the extent that terms and conditions of this Agreement, except as otherwise provided herein, including Section 9.5 and Schedule 9.5 hereto, the validParties shall use their respective reasonable best efforts to (i) make or deliver as soon as reasonably practicable after the date hereof (but no later than two Business Days after the date hereof); all appropriate filings, complete registrations, applications and perfected transfer notices with all applicable Governmental Entities and obtain all consents, approvals, clearances and authorizations with respect thereto, and thereafter to supply all additional information requested by Governmental Entities in connection therewith; (ii) prevent the entry, enactment or assignment to RhinoRx promulgation of any RhinoRx Assets threatened or pending Order that would adversely affect the ability of the Parties to Rhino consummate the transactions contemplated hereby; (iii) lift or rescind any Order adversely affecting the ability of any Non-RhinoRx Assets as the Parties to consummate the transactions contemplated hereby; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by Section 3.02 would be a violation of Applicable Law or require any Consent or Governmental Approval, then the applicable transfer or assignment shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time this Agreement as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, any such Asset shall be deemed an Asset of the transferee for purposes of determining whether any Liability is a Liability of the transfereepromptly as practicable. (b) If The Parties shall each keep the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing Date, whether as a result others apprised of the provisions status of Section 3.03(a) or for any other reason, then matters relating to the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, completion of the Person entitled thereto (at transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity. The Parties shall cause their respective counsel to reasonably collaborate with each other to prepare any written materials that will be jointly submitted to any third party or any Governmental Entity in connection with the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested transactions contemplated by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset, inure from and after the Closing Date to the Person to whom such Asset is to be transferred. To the extent permitted by Applicable Law this Agreement and to the extent otherwise permissible in light of consult with each other regarding any required Consent and/or written submission to any Governmental Approval, the Person to whom such Asset is to be transferred shall be entitled to, and shall be responsible for, the management of any Asset not yet transferred to it as a result of this Section and the parties agree to use commercially reasonable efforts to cooperate and coordinate with respect theretoEntity. (c) If Notwithstanding the foregoing (and when subject to the Consents and/or Governmental ApprovalsConfidentiality Agreement and the Clean Team Agreement dated June 4, 2017 and executed by the absence respective counsel of which caused Purchaser and the deferral Seller (the “Clean Team Agreement”)), Purchaser or Seller may, as each reasonably deems advisable and necessary, designate any competitively sensitive material provided to the other as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of transfer the recipient on the basis that such outside counsel agrees not to disclose such information to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Materials provided may be redacted (i) to remove references concerning the valuation of the Traditional Business, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege concerns. (d) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, each Party shall promptly notify the other Party in writing of any Asset pursuant pending or, to Section 3.03(a)the Knowledge of such Party, are obtained, threatened Action by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with this Agreement or the transfer transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the applicable Asset shall be effected in accordance with the terms of transactions contemplated by this Agreement. (de) The Person retaining an Asset due Subject to the deferral of the transfer of such Asset cooperation provisions set forth in Section 9.5, Purchaser shall not be obligated, entitled to direct any proceedings or negotiations with any Governmental Entity in connection with the foregoingtransactions contemplated by this Agreement, to expend including any money unless such proceedings or negotiations with the necessary funds are advanced by Competition and Markets Authority (“CMA”) in the Person entitled to United Kingdom, the AssetFederal Trade Commission, the Antitrust Division of the U.S. Department of Justice, and any other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Governmental Entity with jurisdiction over the Person entitled to such Assettransaction under the Antitrust Laws.