Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. This Agreement is Neither CBS nor Westwood may assign its rights or obligations hereunder without the prior written consent of a personal nature with respect the other party hereto; provided that (i) subject to CompanySection 26 of the Master Agreement, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement Westwood may assign all or any of its rights hereunder to a controlled affiliate, or a third party who acquires more than 50% of the equity or voting interests of Westwood, all or substantially all of the assets of Westwood or all or substantially all of the assets comprising any significant business unit or division of Westwood, in each case, in a single transaction or series of related transactions, without the prior consent of CBS; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of Westwood, such assignment shall not be made to more than one (1) party and shall be limited to those rights and related obligations hereunderthat are related to such business unit or division, directly (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve Westwood from any of its obligations or indirectlyliabilities under this Agreement; (ii) CBS may assign, whether pursuant without the prior consent of Westwood, all or any of its rights and obligations hereunder to any change of ownershipits affiliates; provided that no assignment under this clause (ii) shall relieve CBS from any of its obligations or liabilities hereunder; or (iii) in respect of any assignment of CBS’ rights and related obligations hereunder to any third party who is not an affiliate of CBS, control or otherwise, without ProviderWestwood’s prior written approval consent shall not be unreasonably withheld; provided that no assignment under this clause (iii) shall relieve CBS from any of the same in each instanceits obligations or liabilities hereunder. Any attempted purported assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be provisions of this Section is null and void and of no force or effect. Provider shall have For the right to assignavoidance of doubt, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) Westwood agrees that a sale of CBS in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement or otherwise require the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust consent of Westwood and confidence, (ii) Company provides unique goods CBS agrees that, subject to Section 26 of the Master Agreement, a sale of Westwood in its entirety, whether directly or indirectly and services under this Agreement that are personal in nature to the Companywhether by merger, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the asset sale, stock sale or otherwise shall not constitute an assignment for purposes of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (or otherwise require the “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality consent of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy CodeCBS.

Benefit and Assignment. (a) Except The Company shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Purchaser and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, the Company shall be entitled, without the consent of Purchaser, to assign the Company's rights hereunder to any direct or indirect wholly-owned subsidiaries of the Company to which the Company shall have assigned the rights of the Company to the Assets of the Stations under the Gannett Purchase Agreement in accordance with the terms of the Gannett Purchase Agreement (each a "COMPANY PERMITTED ASSIGNEE"); provided, that the Company gives Purchaser written notice thereof and any such Company Permitted Assignee shall be responsible for all representations, covenants and agreements of the Company hereunder as otherwise provided if such Company Permitted Assignee was a party hereto, and any such assignment shall not relieve the Company of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof). (b) Purchaser shall not assign this Agreement, in this Section 10whole or in part, this whether by operation of law or otherwise, without the prior written consent of the Company and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Purchaser shall be entitled, without the consent of the Company, to assign Purchaser's rights and interests hereunder (in whole or in part as to any Station) (i) prior to the Transfer Date, to any Affiliate of Purchaser (each a "PURCHASER PERMITTED ASSIGNEE"); provided, that Purchaser gives the Company written notice thereof and such Purchaser Permitted Assignee shall be responsible for all representations, covenants and agreements of Purchaser hereunder as if such assignee was a party hereto, and any such assignment shall not relieve Purchaser of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof), and (ii) from and after the Transfer Date, to any Person. (c) This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and assigns as permitted assignshereunder. This Agreement is of a personal nature with respect to CompanyExcept as set forth in Section 8.7, no Person, other than the parties hereto and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations their respective successors and assigns as permitted hereunder, directly is or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right entitled to assign, encumber and/or transfer bring any or all of its rights and/or obligations under this Agreement, in action to enforce any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment provision of this Agreement by Company without Provider’s prior written consentagainst any of the parties hereto. The Parties further hereby acknowledge Except as set forth in Section 8.7, the covenants and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “▇▇▇▇▇▇ Act”), (B) under applicable law, agreements set forth in this Agreement shall not be assignable by Company without Provider’s prior written consentsolely for the benefit of, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Codehereunder.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. This Agreement is Neither Owner nor the Company may assign its rights or obligations hereunder without the prior written consent of a personal nature with respect the other party hereto; provided that (i) subject to CompanySection 26 of the Master Agreement, and therefore the Company shall not assign, sub-license, encumber or transfer this Agreement may assign all or any of its rights or and related obligations hereunder, directly or indirectly, whether pursuant hereunder to any change of ownershipits controlled affiliates, control or otherwisea third party who acquires more than 50% of the equity or voting interests of the Company, all or substantially all of the assets of the Company or all or substantially all of the assets comprising any significant business unit or division of the Company, in each case, in a single transaction or series of related transactions, without Providerthe prior consent of Owner; provided that (x) in the case of any assignment in connection with the sale of all or substantially all of the assets comprising any significant business unit or division of the Company, such assignment shall be limited to those rights and obligations that are related to such business unit or division, (y) in connection with any permitted assignment under this clause (i), the assignee shall assume all of the obligations relating to the rights being assigned, and (z) no assignment under this clause (i) shall relieve the Company from any of its obligations or liabilities hereunder; (ii) Owner may assign, without the prior consent of the Company, all or any of its rights and related obligations hereunder to any of its affiliates, provided that no assignment under this clause (ii) shall relieve Owner from any of its obligations or liabilities hereunder; and (iii) in respect of any assignment of Owner’s rights and related obligations hereunder to any third party who is not an affiliate of Owner, the Company’s prior written approval of the same in each instanceconsent shall not be unreasonably withheld. Any attempted purported assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be provisions of this Section 15 is null and void and of no force or effect. Provider shall have For the right to assignavoidance of doubt, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Company agrees that that a sale of Owner in its entirety, whether directly or indirectly and whether by merger, asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust or otherwise require the consent of the Company and confidence, (ii) Owner agrees that that a sale of the Company provides unique goods in its entirety, whether directly or indirectly and services under this Agreement that are personal in nature to the Companywhether by merger, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the asset sale, stock sale or otherwise, shall not constitute an assignment for purposes of this Agreement by or otherwise require the consent of Owner. In addition, Owner acknowledges that the Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject may engage third parties to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (manage the “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result distribution of the foregoingProgramming, or act as an agent of the Company relating to the distribution or production of Programming for the Company or sale of any commercial inventory associated with the Programming, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. each case, not from any broadcast facilities leased by, or leased from, Owner (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider other than independent contractors who shall be permitted access to exercise its right such broadcast facilities consistent with Past Practices (as such term is defined in the Technical Services Agreement)), and the Company agrees that it shall remain, and any third party engaged by it shall be, subject to terminate all of the applicable terms and conditions of this Agreement. Furthermore, pursuant to section 365(e)(2) of Owner acknowledges that an engagement described in the Bankruptcy Codeimmediately preceding sentence shall not constitute an assignment hereunder.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this This Agreement shall be binding upon and ---------------------- shall inure to the benefit of the Parties parties hereto and their respective successors and permitted assigns. This Agreement is Subject to the provisions of a personal nature Section 10.7 with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of the Seller assigning its rights (in whole or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (bpart) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Companya Qualified Intermediary, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree provided that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider Seller shall be permitted to exercise sell, assign and/or transfer some or all of the Station Assets and/or this Agreement (in whole or in part) to its right designee, assignee, trustee or other entity if it determines that it would be advisable to terminate make such a transfer in order to make more certain or otherwise facilitate the consummation of the transactions contemplated hereby or the transactions contemplated by the Jacor Agreement ("Permitted Assignment"), neither party may voluntarily or involuntarily assign its interest under this Agreement without the prior written consent of the other party hereto. Buyer shall not be permitted to assign its rights under this Agreement without the express written consent of Seller, provided that Buyer may assign this Agreement to its primary lenders under its June 30, 1998 Credit Agreement, or any successor Credit Agreement, as collateral for any indebtedness incurred pursuant to section 365(e)(2) such Credit Agreement. Buyer agrees with respect to any Permitted Assignment that it shall take all such actions as are reasonably requested by Seller to effectuate such Permitted Assignment, including but not limited to cooperating in any appropriate filings with the FCC or other governmental authorities. All covenants, agreements, statements, representations, warranties and indemnities in this Agreement by and on behalf of any of the Bankruptcy Codeparties hereto shall bind and inure to the benefit of their respective successors and permitted assigns of the parties hereto.

Benefit and Assignment. Except as hereinafter specifically provided in this SECTION 15.6, no party hereto shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party hereto, and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. Without releasing Buyer from any of its obligations or liabilities hereunder (a) Except as otherwise provided nothing in this Section 10, this Agreement shall limit Buyer's ability to assign, sell or transfer the Stations or the Assets in connection with a sale of stock or all or substantially all of Buyer's assets, or by merger, consolidation, or otherwise of Buyer or any affiliate of Buyer with (or to) a third party without the consent of Sellers (b) nothing in this Agreement shall limit Buyer's ability to assign the FCC Licenses (including the right to acquire the FCC Licenses at the Closing) to Chancellor Broadcasting Licensee Company or any other wholly-owned subsidiary of Buyer without the consent of Sellers, and (c) nothing in this Agreement shall limit Buyer's ability to make a collateral assignment of its rights under this Agreement to any institutional lender that provides funds to Buyer without the consent of Sellers. Sellers shall execute an acknowledgment of such collateral assignments in such forms as Buyer or its institutional lenders may from time to time reasonably request; provided, however, that unless written notice is given to Sellers that any such collateral assignment has been foreclosed upon, Sellers shall be binding upon and entitled to deal exclusively with Buyer as to any matters arising under this Agreement or any of the other agreements delivered pursuant hereto. In the event of such an assignment, the provisions of this Agreement shall inure to the benefit of and be binding on Buyer's and/or Chancellor Broadcasting Company's successors and assigns as permitted hereunder. No person other than the Parties parties hereto and the Seller Indemnified Parties and the Buyer Indemnified Parties is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and the Seller Indemnified Parties and the Buyer Indemnified Parties or their respective successors and assigns as permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this Agreement This agreement shall be binding upon and inure to the benefit of the Parties hereto parties and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to CompanyNo person, firm or corporation other than the parties and therefore Company their successors and permitted assigns shall not assign, sub-license, encumber or transfer this Agreement or derive any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations benefits under this Agreement, in any form or manner, without the knowledge, consent or approval of Companyagreement. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under Licensee may not assign this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company agreement without Provider’s Licensor's prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “▇▇▇▇▇▇ Act”), (B) under applicable law, this Agreement Licensor's consent shall not be assignable withheld in the event this agreement is assigned as part of a sale of all or substantially all of Licensee's assets. (c) Licensor may, at any time and from time to time, assign this agreement, its rights hereunder and the royalties or any other sums at any time due or to become due, or at any time owing or payable, by Company without Provider’s prior written consentLicensee to Licensor 14 14 under any of the provisions hereof. Any such assignment may either be absolute or as collateral security for indebtedness of Licensor. No such assignee for collateral purposes shall be obligated to perform any duty, and (C) Provider is relying on covenant or condition required to be performed by the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and Licensor under this Agreementagreement and Licensee, by its execution hereof, hereby acknowledges and agrees that notwithstanding any such assignment, each and all such covenants, agreements, representations and warranties of Licensor shall survive any such assignment and shall be and remain the sole liability of Licensor and of every person, firm or corporation succeeding to allow Provider to satisfy its duty to control all or substantially all of the quality business assets or good will of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual propertyLicensor. The Parties further hereby acknowledge and agree that as a result of Without limiting the foregoing, Licensee further acknowledges and agrees that from and after receipt by it of written notice of assignment from Licensor and its assignee: (i) if so directed, all royalties and other sums which are the subject matter of the assignment shall be paid to the assignee thereof at the place of payment designated in the event that Company becomes a debtor notice; (ii) if such assignment was made for collateral purposes, the rights of any such assignee in a bankruptcy case and to the royalties and other sums payable by the Licensee under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) any provisions of this Agreement agreement shall be absolute and unconditional and shall not be assignable subject to any abatement whatsoever or any defense, setoff, counterclaim or recoupment whatsoever by Company without Provider’s consent, pursuant to section 365(c)(1) reason of any indebtedness or liability howsoever and whenever arising of the Bankruptcy CodeLicensor to the Licensee; and (iii) the assignee shall have the sole right to exercise all rights, and privileges or remedies (yeither in its own name or in the name of the Licensor) Provider 15 15 which by the terms of this agreement or by applicable law are permitted or provided to be exercised by Licensor. Licensee shall be permitted entitled to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) relay on any notice of assignment given by Licensor and is assignee without verifying the Bankruptcy Codeauthority under which it is given.

Benefit and Assignment. (a) Except as otherwise provided CARC shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Operating Partnership and OPLLC; provided, however, that CARC may assign all of its rights and benefits under this Section 10Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of CARC to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of CARC hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. (b) OPLLC shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Operating Partnership or CARC; provided, however, that OPLLC may assign all of its rights and benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of OPLLC to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of OPLLC hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. (c) Operating Partnership shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of CARC or OPLLC; provided, however, that Operating Partnership may assign all of its rights and benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party or any sale, transfer or other transaction that results in the transfer of all or substantially all of the assets of Operating Partnership to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of Operating Partnership hereunder and that such transfer is permitted under the Amended and Restated Partnership Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and assigns as permitted assignshereunder. This Agreement No person or entity other than the parties hereto and any person or entity with rights of indemnification under Article V is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right entitled to assign, encumber and/or transfer bring any or all of its rights and/or obligations under this Agreement, in action to enforce any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment provision of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge against any of the parties hereto, and, except for the foregoing persons or entities having indemnification rights, the covenants and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “▇▇▇▇▇▇ Act”), (B) under applicable law, agreements set forth in this Agreement shall not be assignable by Company without Provider’s prior written consentsolely for the benefit of, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Codehereunder.

Benefit and Assignment. (a) Except The Company shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of -75- 81 Purchaser and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, the Company shall be entitled, without the consent of Purchaser, to assign the Company's rights hereunder to any direct or indirect wholly-owned subsidiaries of the Company to which the Company shall have assigned the rights of the Company to the Assets of the Stations under the Gannett Purchase Agreement in accordance with the terms of the Gannett Purchase Agreement (each a "COMPANY PERMITTED ASSIGNEE"); provided, that the Company gives Purchaser written notice thereof and any such Company Permitted Assignee shall be responsible for all representations, covenants and agreements of the Company hereunder as otherwise provided if such Company Permitted Assignee was a party hereto, and any such assignment shall not relieve the Company of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof). (b) Purchaser shall not assign this Agreement, in this Section 10whole or in part, this whether by operation of law or otherwise, without the prior written consent of the Company and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Purchaser shall be entitled, without the consent of the Company, to assign Purchaser's rights and interests hereunder (in whole or in part as to any Station) (i) prior to the Transfer Date, to any Affiliate of Purchaser (each a "PURCHASER PERMITTED ASSIGNEE"); provided, that Purchaser gives the Company written notice thereof and such Purchaser Permitted Assignee shall be responsible for all representations, covenants and agreements of Purchaser hereunder as if such assignee was a party hereto, and any such assignment shall not relieve Purchaser of any of its Liabilities hereunder (including, without limitation, any obligation pursuant to Article 8 hereof), and (ii) from and after the Transfer Date, to any Person. (c) This Agreement shall be binding upon and shall inure to the benefit of the Parties parties hereto and their respective successors and assigns as permitted assignshereunder. This Agreement is of a personal nature with respect to CompanyExcept as set forth in Section 8.7, no Person, other than the parties hereto and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations their respective successors and assigns as permitted hereunder, directly is or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right entitled to assign, encumber and/or transfer bring any or all of its rights and/or obligations under this Agreement, in action to enforce any form or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment provision of this Agreement by Company without Provider’s prior written consentagainst any of the parties hereto. The Parties further hereby acknowledge Except as set forth in Section 8.7, the covenants and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “▇▇▇▇▇▇ Act”), (B) under applicable law, agreements set forth in this Agreement shall not be assignable by Company without Provider’s prior written consentsolely for the benefit of, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Codehereunder.

Benefit and Assignment. (a) Except as otherwise provided Nothing in this Section 10Agreement, whether expressed or implied, is intended and shall not be construed to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties to it and their respective permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision contained herein give any third party any right of subrogation or action over against any party to this Agreement. (b) This Agreement shall be binding upon on, and inure accrue to the benefit of of, the Parties parties hereto and their respective successors and permitted assigns; provided, that Buyer may assign its rights and obligations hereunder following the Closing to a purchaser of all or substantially all of the assets of the Business. (c) Buyer and each of the Sellers agree that, at any time on or prior to the Closing Date, Buyer may transfer to one or more of its direct or indirect wholly-owned subsidiaries any and all rights provided herein to purchase from Sellers the Purchased Assets and/or the Membership Interests; provided, however, that Buyer will guarantee the payment and performance by any and all of such Affiliates of Buyer’s obligations under this Agreement. In addition, Sellers agree that Buyer and such subsidiaries may grant a security interest in this Agreement and all other agreements to be entered into in connection herewith to the lenders who will provide financing for the transactions contemplated by this Agreement under any and all financing documents entered into with such lenders to secure Buyer’s and such subsidiaries’ obligations to such lenders under any such documents. (d) This Agreement is of may be assigned, in part, by Buyer to a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval third party buyer of the same interests in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under the Real Property or the Membership Interests. For purposes of this AgreementSection 12.8, in a “third party buyer” shall include any form Person or manner, without the knowledge, consent or approval of Company. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that entity which (i) acquires all or any of the Agreement is a personal services contract under which Provider is relying on performance by Company, interests in which Provider has placed its trust and confidenceany of the RE Holding LLCs, (ii) Company provides unique goods and services under this Agreement that are personal in nature to acquires all or any of the Company, and Real Property or (iii) Provider is relying on Company’s performance provides financing to Buyer or any Person described in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (Ai) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. or (the “▇▇▇▇▇▇ Act”ii), . (Be) under applicable lawExcept as provided herein, this Agreement shall may not be assignable assigned by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under ▇▇▇▇▇▇▇▇’▇ intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy CodeBuyer or Sellers.

Benefit and Assignment. (a) Except as otherwise provided in this Section 10, this Agreement This agreement shall be binding upon and inure to the benefit of the Parties hereto parties and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to CompanyNo person, firm or corporation other than the parties and therefore Company their successors and permitted assigns shall not assign, sub-license, encumber or transfer this Agreement or derive any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations benefits under this Agreement, in any form or manner, without the knowledge, consent or approval of Companyagreement. (b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under Licensee may not assign this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company agreement without Provider’s Licensor's prior written consent. The Parties Licensor's consent shall not be withheld in the event this agreement is assigned as part of a sale of all or substantially all of Licensee's assets. (c) If Licensor assigns this agreement to the Trademark Owner, the Trademark Owner may, thereafter and from time to time, assign this agreement, its rights hereunder and the royalties or any other sums at any time due or to become due, or at any time owing or payable, by Licensee to the Trademark Owner under paragraph 6(b) of the provisions hereof. Any such assignment may either be absolute or as collateral security for indebtedness of the Trademark Owner. No such assignee for collateral purposes shall be obligated to perform any duty, covenant or condition required to be performed by the Trademark Owner under this agreement and Licensee, by its execution hereof, hereby acknowledges and agrees that notwithstanding any such assignment, each and all such covenants, agreements, representations and warranties of the Trademark Owner, if any, shall survive any such assignment and shall be and remain the sole liability of the Trademark Owner and of every person, firm or corporation succeeding to all or substantially all of the business assets or good will of the Trademark Owner. Without limiting the foregoing, Licensee further hereby acknowledge acknowledges and agree agrees that from and after receipt by (Ai) If so directed in writing by the Trademark Owner, all royalties and other sums which are the subject matter of the assignment shall be paid to the assignee thereof at the place of payment designated in the notice; (ii) If such assignment was made for collateral purposes, the rights of any such assignee in and to the royalties and other sums payable by the Licensee under any provisions of this Agreement is agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever or any defense, setoff, counterclaim or recoupment whatsoever by reason of any indebtedness or liability howsoever or whenever arising of the Trademark Owner to the Licensor or to the Licensee, and, (iii) The assignee shall have the sole right to exercise all rights, privileges or remedies (either in its own name or in the name of the Trademark Owner) which by the terms of this agreement or by applicable law governing trademarksare permitted or provided to be exercised by the Trademark Owner. Licensee shall be entitled to rely on any notice of assignment given by the Trademark Owner and its assignee without verifying the authority under which it is given. If to Trademark Owner: Coscelebre, including 15 U.S.C. § 1051 et seq. (the “Inc. 415 ▇▇▇▇▇▇▇ Act”)▇▇▇ ▇▇, (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the ▇▇ ▇▇▇▇▇ Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Att: Bruc▇ ▇▇▇▇▇▇▇, ▇’▇q. If to Licensor: Alleghany Pharmacal Corporation 277 ▇▇▇▇▇▇▇▇ intellectual property▇▇▇▇. The Parties further hereby acknowledge and agree that as a result of the foregoing▇▇▇▇▇ ▇▇▇▇, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq▇.▇. (the “Bankruptcy Code”)▇▇▇▇▇ ▇f to Licensee: MEM Company, (x) this Agreement shall not be assignable by Company without Provider’s consentInc. Nort▇▇▇▇▇, pursuant to section 365(c)(1) of the Bankruptcy Code▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Att: Gay A. M▇▇▇▇, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.▇▇esident