Common use of Parties in Interest; Limitation on Rights of Others Clause in Contracts

Parties in Interest; Limitation on Rights of Others. Any MTVN Entity may assign its rights and obligations under this Agreement to one or more Affiliates of MTVN which is directly or indirectly wholly-owned (and including for this purpose Imagine) by Viacom, Inc.; provided that, in connection with any such assignment, the applicable MTVN Entity executes and delivers to TCI Music an instrument, in form and substance reasonably satisfactory to TCI Music, by which such MTVN Entity guarantees the performance of any such assignee's obligations hereunder. TCI Music may assign any or all of its rights and obligations under this Agreement to any of its wholly-owned subsidiaries; provided that, in connection with any such assignment, TCI Music executes and delivers to MTVN an instrument, in form and 55 49 substance reasonably satisfactory to MTVN, by which TCI Music guarantees the performance of any such assignee's obligations hereunder. No party to this Agreement may assign any of its rights or obligations under this Agreement except as specifically provided in this Section 8.9. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment of rights hereunder in violation hereof shall be null and void ab initio. Nothing in this Agreement, whether express or implied, shall be construed to give any Person (other than the parties hereto and their successors and permitted assigns) any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party except the provisions of Article 7 shall be enforceable by all Indemnified Parties.

Parties in Interest; Limitation on Rights of Others. Any MTVN --------------------------------------------------- Entity may assign its rights and obligations under this Agreement to one or more Affiliates of MTVN which is directly or indirectly wholly-owned (and including for this purpose Imagine) by Viacom, Inc.; provided that, in connection with any -------- such assignment, the applicable MTVN Entity executes and delivers to TCI Music an instrument, in form and substance reasonably satisfactory to TCI Music, by which such MTVN Entity guarantees the performance of any such assignee's obligations hereunder. TCI Music may assign any or all of its rights and obligations under this Agreement to any of its wholly-owned subsidiaries; provided that, in connection with any such assignment, TCI Music executes and -------- delivers to MTVN an instrument, in form and 55 49 substance reasonably satisfactory to MTVN, by which TCI Music guarantees the performance of any such assignee's obligations hereunder. No party to this Agreement may assign any of its rights or obligations under this Agreement except as specifically provided in this Section 8.9. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any assignment of rights hereunder in violation hereof shall be null and void ab initio. Nothing in this Agreement, whether express or implied, -- ------ shall be construed to give any Person (other than the parties hereto and their successors and permitted assigns) any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party except the provisions of Article 7 shall be enforceable by all Indemnified Parties.

Parties in Interest; Limitation on Rights of Others. Any MTVN Entity MTVNO may assign its rights and obligations under this Agreement to one or more Affiliates of MTVN which is directly or indirectly wholly-owned (MTVNO; provided, that no such assignment shall relieve MTVNO of its obligations hereunder and including for this purpose Imagine) any such assignment shall be approved by Viacom, Inc.; provided that, in connection with any such assignment, the applicable MTVN Entity executes and delivers to TCI Music an instrument, in form and substance reasonably satisfactory to TCI Music, by which such MTVN Entity guarantees the performance of any such assignee's obligations hereunder. TCI Music may assign any or all of its rights and obligations under this Agreement to any of its wholly-owned subsidiaries; provided that, in connection with any such assignment, TCI Music executes and delivers to MTVN an instrument, in form and 55 49 substance reasonably satisfactory to MTVN, by which TCI Music guarantees the performance of any such assignee's obligations hereunder. No party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement except as specifically provided in this Section 8.911.8. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors (including any successor to the business 42 37 of MTVNO) and permitted assigns. Any assignment of rights hereunder in violation hereof shall be null and void ab initio. Nothing Except for the provisions of Article 10 and Section 8.5 hereunder, nothing in this Agreement, whether express or implied, shall be construed to give any Person (other than the parties hereto and their heirs, successors (including any successor to the business of MTVNO) and permitted assigns) any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein. None MTVNO will cause the Company to perform all of the provisions Company's obligations hereunder and under the other Operative Agreements. Notwithstanding any provision herein to the contrary, the Company may assign any of this Agreement its rights and obligations, including such rights and obligations under Article 3 hereof, without the consent of Mischief or Shareholder, to an Affiliate of the Company; provided, that no such assignment shall be for relieve MTVNO of its obligations with respect to the benefit of or enforceable by any third party except the provisions of Article 7 shall be enforceable by all Indemnified PartiesCompany hereunder.

Parties in Interest; Limitation on Rights of Others. Any MTVN Entity --------------------------------------------------- may assign its rights and obligations under this Agreement to one or more Affiliates of MTVN which is directly or indirectly wholly-owned (and including for this purpose Imagine) by Viacom, Inc.; provided that, in connection with any -------- such assignment, the applicable MTVN Entity assignee executes and delivers to TCI Music an instrument, in form and substance reasonably satisfactory to TCI Music, by which such MTVN Entity guarantees the performance of any such assignee's obligations hereunder. TCI Music may assign any or all of its rights and obligations under this Agreement to any of its wholly-owned subsidiaries; provided that, in connection with -------- any such assignment, TCI Music executes and delivers to MTVN an instrument, in form and 55 49 substance reasonably satisfactory to MTVN, by which TCI Music guarantees the performance of any such assignee's obligations hereunder. No party to this Agreement may assign any of its rights or obligations under this Agreement except as specifically provided in this Section 8.95.8. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and and, except as provided herein, their respective successors and permitted assigns. Any assignment of rights hereunder in violation hereof shall be null and void ab initio. Nothing in this Agreement, whether express or implied, shall be -- ------ construed to give any Person (other than the parties hereto hereto, including Newco following its execution of a counterpart hereof, and their successors and permitted assigns) any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party except the provisions of Article 7 shall be enforceable by all Indemnified Parties.