Common use of Assignments of Contracts Clause in Contracts

Assignments of Contracts. Any of the Contracts to be included in the Purchased Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of Seller and/or the Station that are not, by their terms, assignable, are identified by an asterisk on Schedule 1.1.7. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Contract so identified, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Contract of Buyer or Seller thereunder. However, in such event, upon request of Buyer, Seller will cooperate with Buyer in all lawful ways to provide for Buyer all benefits to which Seller is entitled under such Contracts so long as Buyer undertakes to perform or cause to be performed the obligations of Seller under such Contracts, and any transfer or assignment to Buyer by Seller of any such Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Seller will use its best efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of the Contracts. Buyer will cooperate with Seller, to the extent reasonably requested by Seller, to obtain any such consents, provided, however, that Buyer shall have no obligation to make substantial expenditures or grant any substantial financial accommodation to obtain any such consent. Consent to the assignment of all contracts marked with a double asterisk (the "Material Contracts") must be obtained as a condition precedent to Buyer's obligation to close the transactions contemplated by this Agreement unless such consent is waived by Buyer.

Assignments of Contracts. Any Buyer and Sellers acknowledge that the ------------------------ rights of Sellers under certain of the Contracts to be included in the Purchased Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of Seller any of Sellers and/or any of the Station that are Stations, may not, by their terms, be assignable, are identified by an asterisk on Schedule 1.1.7. Anything in this Agreement or in the Obligations Undertaking (as hereinafter defined) to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Contract so identified, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any material way affect the rights under any such Contract of Buyer or Seller any of Sellers thereunder. However, in In such event, upon request of Buyer, Seller Sellers will cooperate with Buyer in all lawful ways to provide for Buyer after the Closing all benefits to which Seller any of Sellers is entitled under such Contracts so long as Buyer undertakes to perform or cause to be performed the obligations of Seller under such Contracts, and any transfer or assignment to Buyer by Seller any of Sellers of any such Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Seller will Sellers shall use its best their reasonable commercial efforts prior to, and if requested by Buyer after, the Closing Date to obtain all consents and approvals necessary consents to or required for the transfer and assignment of the Contracts. Buyer will cooperate with SellerContracts to Buyer, in each case in form and substance reasonably satisfactory to the extent reasonably requested by Seller, to obtain any such consents, provided, howeverBuyer; it being understood, that Buyer such commercial efforts shall have no obligation to make substantial expenditures or grant any substantial financial accommodation to obtain any such consent. Consent to include Sellers paying the assignment of all contracts marked with a double asterisk fee under the Employment Agreement, dated November 20, 1998, between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (the "Material Contracts") must be obtained formerly known as a condition precedent to Buyer's obligation to close the transactions contemplated by this Agreement unless such consent is waived by BuyerCentennial Broadcasting LLC).