Common use of Transfers Requiring Consent or Governmental Approval Clause in Contracts

Transfers Requiring Consent or Governmental Approval. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any Asset or assume any Liability if, but solely to the extent, an attempted direct or indirect assignment or assumption thereof, without any applicable Consent of a third party or approval of a Governmental Authority, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Authority or of applicable Law (including any Privacy and Information Security Requirements) until such time as the necessary Consent or approval or waiver thereof is obtained. If any direct or indirect transfer, assignment, or assumption, as the case may be, in the case of any Mediaco Asset or Mediaco Liability, by any member of the Emmis Group to Mediaco requires the prior Consent of a third party or approval of a Governmental Authority, then such transfer or assignment or assumption shall be subject to such prior Consent of a third party or approval of a Governmental Authority or, where permitted by applicable Law, waiver thereof being obtained (following the Closing Date, each such subject Asset, a “Delayed Transfer Asset,” and each such subject Liability, a “Delayed Transfer Liability”). For the sake of clarity, the FCC Licenses may not be a Delayed Transfer Asset.

Appears in 3 contracts

Samples: Contribution and Distribution Agreement (Mediaco Holding Inc.), Contribution and Distribution Agreement (Mediaco Holding Inc.), Contribution and Distribution Agreement (Emmis Communications Corp)

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Transfers Requiring Consent or Governmental Approval. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any Asset or assume any Liability if, but solely to the extent, an attempted direct or indirect assignment or assumption thereof, without any applicable Consent of a third party or approval of a Governmental Authority, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Authority or of applicable Law (including any Privacy and Information Security Requirements) until such time as the necessary Consent or approval or waiver thereof is obtained. If any direct or indirect transfer, assignment, or assumption, as the case may be, in the case of any Mediaco Spinco Asset or Mediaco Spinco Liability, by any member of the Emmis Harbor Group to Mediaco any member of the Spinco Group or, in the case of any Excluded Asset or Excluded Liability, by any member of the Spinco Group to any member of the Harbor Group requires the prior Consent of a third party or approval of a Governmental Authority, then such transfer or assignment or assumption shall be made subject to such prior Consent of a third party or approval of a Governmental Authority or, where permitted by applicable Law, or waiver thereof being obtained (following the Closing Distribution Date, each such subject Asset, a “Delayed Transfer Asset,” and each such subject Liability, a “Delayed Transfer Liability”). For the sake of clarity, the FCC Licenses may not be a Delayed Transfer Asset.

Appears in 3 contracts

Samples: Contribution and Distribution Agreement, Contribution and Distribution Agreement (HS Spinco, Inc.), Contribution and Distribution Agreement (Henry Schein Inc)

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