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 Spinco Asset or Spinco Liability, by any member of the Harbor Group to 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 Consent of a third party or approval of a Governmental Authority, then such transfer or assignment or assumption shall be made subject to such Consent of a third party or approval of a Governmental Authority or waiver thereof being obtained (following the Distribution Date, each such subject Asset, a “Delayed Transfer Asset,” and each such subject Liability, a “Delayed Transfer Liability”). (b) Prior to the Distribution Date, and subject to Section 6.8 of the Merger Agreement, Harbor and Spinco shall use their respective reasonable best efforts to obtain any third-party Consent or approval of a Governmental Authority required in connection with the Harbor Contribution or any other transactions contemplated by this Agreement; provided that in connection with obtaining any such third-party Consent or approval of a Governmental Authority, neither Harbor nor Spinco shall enter into or otherwise agree to any modification of the terms of any Contract that is required in order to effect the transactions contemplated herein that would adversely affect Spinco or any other member of the Spinco Group (including due to an increase in payment or other incremental cost to any member of the Spinco Group under such Contract) in any material respect without the prior written Consent of Voyager, which Consent in shall not be unreasonably withheld, delayed or conditioned. (c) If any third-party Consent or approval of a Governmental Authority referred to in this Section 2.2 is not obtained on or prior to the Distribution Date, the Distribution shall, subject to the satisfaction of the conditions set forth in ARTICLE III, nonetheless take place on the terms set forth herein and, thereafter, Harbor and Spinco shall cooperate and use reasonable best efforts to establish arrangements at no charge to Spinco under which, from and following the Distribution Date, the Spinco Group or Harbor Group to which the Delayed Transfer Asset or Delayed Transfer Liability was not transferred, as applicable, shall (without infringing upon the legal rights of any third party or Governmental Authority or violating any applicable Law) (i) receive, from the party responsible for transferring such Delayed Transfer Asset or Delayed Transfer Liability, the economic benefit of such Delayed Transfer Asset or Delayed Transfer Liability, including, without limitation, the right to obtain the economic claims, rights and benefits under the Delayed Transfer Asset or Delayed Transfer Liability and (ii) assume the economic burden with respect Delayed Transfer Asset or Delayed Transfer Liability, in each case, as closely as possible to that which would be applicable to such Spinco Group or Harbor Group, as applicable, if the Consent or approval had been obtained and the Delayed Transfer Asset or Delayed Transfer Liability had transferred. In furtherance of the foregoing, Harbor shall cause any applicable Harbor Subsidiary to execute such powers of attorney as are permitted under applicable Law and reasonably requested by any Spinco Group Entity to enable it to obtain the benefits under any permit (x) that constitutes a Delayed Transfer Asset or (y) with respect to which independent registration or licensure is required to be effected by a Spinco Group Entity following the Effective Time. The obligations set forth in this Section 2.2(c) shall survive for the duration of the term of the applicable Contract governing such arrangements (without any obligation to renew or extend). (d) Following the Distribution Date, each Party shall, and shall cause its respective Subsidiaries to, use reasonable best efforts (and each Party shall, and shall cause its respective Subsidiaries to, cooperate with the other Party) to obtain any third-party Consents and/or approvals of Governmental Authorities referred to in this Section 2.2 which were not obtained prior to the Distribution as promptly as practicable; provided, that, in connection with obtaining any such third-party Consent or approval of a Governmental Authority, neither Harbor nor Spinco shall enter into or otherwise agree to any modification of the terms of any Contract that is required in order to effect the transactions contemplated herein that would adversely affect Spinco or Harbor or any other member of either Group (including due to an increase in payment or other incremental cost to any member of either Group under such Contract) without the prior written consent of Spinco, in the case that a member of the Spinco Group would be adversely affected, or Harbor, in the case that a member of the Harbor Group would be adversely affected, which consent shall not be unreasonably withheld, delayed or conditioned. If and when any such third-party Consent or approval of a Governmental Authority is obtained after the Distribution, the assignment of the Delayed Transfer Asset or assumption of the Delayed Transfer Liability to which such third-party Consent or approval of a Governmental Authority relates shall be promptly effected in accordance with the terms of this Agreement without the payment of additional consideration and thereafter such Asset or Liability shall no longer be considered a Delayed Transfer Asset or a Delayed Transfer Liability, as applicable, for purposes of this Section 2.2. The obligations to use reasonable best efforts to obtain any third party Consent or approval of any Governmental Authority set forth this paragraph (d) shall terminate on the date that is twenty four (24) months following the Distribution Date; provided, however, that such termination shall not affect the other provisions of this Section 2.2. For the avoidance of doubt, the Parties expressly acknowledge and agree that the provisions set forth in this Section 2.2(d) do not relate to the competition and other regulatory approvals set forth under Section 6.8 of the Merger Agreement. (e) For the avoidance of doubt, Harbor shall not be required to bear any third-party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining, whether before or after the Distribution, any such third-party Consents and approvals of Governmental Authorities pursuant to Section 2.2(d), Section 2.3 and Section 2.5.

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 Spinco Mediaco Asset or Spinco Mediaco Liability, by any member of the Harbor Emmis Group to 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 Mediaco 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 or, where permitted by applicable Law, waiver thereof being obtained (following the Distribution 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. (b) Prior to the Distribution Closing Date, Emmis and subject to Section 6.8 of the Merger Agreement, Harbor and Spinco Mediaco shall use their respective reasonable best efforts to obtain any third-party Consent or approval of a Governmental Authority required in connection with the Harbor Initial Contribution or any other transactions contemplated by this Agreement; provided provided, that in connection with obtaining any such third-party Consent or approval of a Governmental Authority, neither Harbor Emmis nor Spinco Mediaco shall enter into or otherwise agree to any modification of the terms of any Contract that is required in order to effect the transactions contemplated herein that would adversely affect Spinco or any other member of the Spinco Group Mediaco (including due to an increase in payment or other incremental cost to any member of the Spinco Group Mediaco under such Contract) or Purchaser in any material respect without the prior written Consent of VoyagerPurchaser. [With respect to the Real Estate Leases, which Consent Emmis and Mediaco shall use their respective reasonable best efforts to obtain an estoppel certificate, in shall not be unreasonably withheldform and substance satisfactory to Purchaser, delayed or conditionedduly executed by each Third Party Landlord.] (c) If any third-party Consent or approval of a Governmental Authority (where such prior approval of a Governmental Authority is not required by Law to complete the Closing) referred to in this Section 2.2 2.3 is not obtained on or prior to the Distribution Closing Date, the Distribution Closing shall, subject to the satisfaction of the conditions set forth in ARTICLE IIIArticle IV, nonetheless take place on the terms set forth herein and, thereafter, Harbor Emmis and Spinco Mediaco shall cooperate and use reasonable best efforts to establish arrangements at no charge to Spinco Mediaco under which, from and following the Distribution Closing Date, the Spinco Group or Harbor Group to which the Delayed Transfer Asset or Delayed Transfer Liability was not transferred, as applicable, Mediaco shall (without infringing upon the legal rights of any third party or Governmental Authority or violating any applicable Law) (i) receive, from the party responsible for transferring such Delayed Transfer Asset or Delayed Transfer Liability, the economic benefit of such Delayed Transfer Asset or Delayed Transfer Liability, including, without limitation, including the right to obtain the economic claims, rights and benefits under the Delayed Transfer Asset or Delayed Transfer Liability and (ii) assume the economic burden with respect Delayed Transfer Asset or Delayed Transfer Liability, in each case, as closely as possible to that which would be applicable to such Spinco Group or Harbor Group, as applicableMediaco, if the Consent or approval had been obtained and the Delayed Transfer Asset or Delayed Transfer Liability had transferred. In furtherance of the foregoing, Harbor Emmis shall cause any applicable Harbor Subsidiary to execute such powers of attorney as are permitted under applicable Law and reasonably requested by any Spinco Group Entity necessary to enable it Mediaco to obtain the benefits under any permit Permit (x) that constitutes a Delayed Transfer Asset or (y) with respect to which independent registration or licensure is required to be effected by a Spinco Group Entity Mediaco following the Effective TimeClosing. The obligations set forth in this Section 2.2(c) 2.3 shall survive for the duration of the term of the applicable Contract governing such arrangements (without any obligation to renew or extend)) or until the applicable third-party Consent or approval of a Governmental Authority is obtained. (d) Following the Distribution Closing Date, each Party shall, Emmis and Mediaco shall cause its respective Subsidiaries to, use reasonable best efforts (and each Party shall, and shall cause its respective Subsidiaries to, cooperate with the other Party) to obtain any third-party Consents and/or approvals of Governmental Authorities referred to in this Section 2.2 2.3 which were not obtained prior to the Distribution Closing as promptly as practicable; provided, that, that in connection with obtaining any such third-party Consent or approval of a Governmental Authority, neither Harbor Emmis nor Spinco Mediaco shall enter into or otherwise agree to any modification of the terms of any Contract that is required in order to effect the transactions contemplated herein that would adversely affect Spinco Mediaco or Harbor or any other member of either Group Emmis (including due to an increase in payment or other incremental cost to any member of either Group Mediaco or Emmis under such Contract) without the prior written consent of SpincoMediaco, in the case that a member of the Spinco Group Mediaco would be adversely affected, or HarborEmmis, in the case that a member of the Harbor Group Emmis would be adversely affected, which consent shall not be unreasonably withheld, delayed or conditioned. If and when any such third-party Consent or approval of a Governmental Authority is obtained after the DistributionClosing, the assignment of the Delayed Transfer Asset or assumption of the Delayed Transfer Liability to which such third-party Consent or approval of a Governmental Authority relates shall be promptly effected in accordance with the terms of this Agreement without the payment of additional consideration and thereafter such Asset or Liability shall no longer be considered a Delayed Transfer Asset or a Delayed Transfer Liability, as applicable, for purposes of this Section 2.2. The obligations to use reasonable best efforts to obtain any third party Consent or approval of any Governmental Authority set forth this paragraph (d) shall terminate on the date that is twenty four (24) months following the Distribution Date; provided, however, that such termination shall not affect the other provisions of this Section 2.2. For the avoidance of doubt, the Parties expressly acknowledge and agree that the provisions set forth in this Section 2.2(d) do not relate to the competition and other regulatory approvals set forth under Section 6.8 of the Merger Agreement2.3. (e) For the avoidance of doubt, Harbor shall not be required to bear any third-party fees (other than out-of-pocket expenses of advisors and other similar out-of-pocket expenses incurred in seeking any such Consent or approval) that may be required in connection with obtaining, whether before or after the Distribution, any such third-party Consents and approvals of Governmental Authorities pursuant to Section 2.2(d), Section 2.3 and Section 2.5.