Common use of Benefit and Assignment Clause in Contracts

Benefit and Assignment. 15.6.1. No Seller shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Buyer and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Date, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller party hereto shall assign this ---------------------- Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Buyer the Indemnitor (if the assignor is the Operating Partnership or the REIT) or of the Operating Partnership and the REIT (if the assignor is any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers Indemnitor); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, -------- however, Buyer in the event that the Operating Partnership transfers title to any ------- Property to the Services Company and/or any direct or indirect subsidiary of the REIT or the Operating Partnership, the rights, remedies and indemnities of the Operating Partnership hereunder relating to any Property the title of which is transferred shall automatically run to the benefit of the Services Company and/or any such subsidiary and each such transferee shall be entitled, without deemed to be a Covered Party. In the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as event that the Operating Partnership transfers title to any Station) (a) prior to Property as described in the Transfer Dateproviso of the foregoing sentence, to any Person such transferee shall agree in writing that directly or indirectly is the REIT shall act as its agent under the Pledge Agreement in control of, or is controlled by, or is under common control accordance with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2Section 5.2 hereof. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller Except as hereinafter specifically provided in this Section 22, 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 GSE Systems (if the assignor is a Buyer) or Buyer (if the assignor is a Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The In no event shall any assignment by any party hereto of its rights and obligations under this Agreement, whether before or after the Closing, release such party from its liabilities hereunder. Notwithstanding the foregoing, Buyer shall not or any permitted assignee of Buyer may assign this AgreementAgreement and any and all rights hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Date, subsidiary of Buyer or Avantium US or to any Person that directly or indirectly is entity in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements which the controlling shareholders of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2maintain control. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller Except as hereinafter specifically provided in this Section, 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 Seller (if the assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The In no event shall any assignment by Seller of its rights and obligations under this Agreement, whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer shall not or any permitted assignee of Buyer may assign this AgreementAgreement and any and all rights hereunder, in whole or in part, whether by operation to any Affiliate of law or otherwiseBuyer, without the prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be nullparent company of Buyer, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to entity in which the Transfer Date, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyercontrolling shareholders of Buyer maintain control; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be solely responsible for all representations, covenants costs and agreements of Buyer hereunder as if expenses relating to such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, Person other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Buyer and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer (a) Trizec shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be null, void and of no force and effectOPLLC; provided, however, Buyer shall be entitled, without the consent that Trizec may assign all of Sellers, to assign Buyer's its rights and interests 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 Trizec to another entity, subject to the conditions that such acquiring entity agree to assume and perform all of the obligations of Trizec hereunder and that such transfer is permitted under the LLC Agreement. (b) OPLLC shall not assign this Agreement, in whole or in part as to any Station) (a) part, whether by operation of law or otherwise, without the prior to the Transfer Date, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyerwritten consent of Trizec; further provided, however, that Buyer gives Seller written notice thereof OPLLC may assign all of its rights and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was benefits under this Agreement following the Effective Time in connection with any merger or consolidation to which it is a party heretoor 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 any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after transfer is permitted under the Transfer Date, to any Person. 15.6.2LLC Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, any person or entity with rights of indemnification under Article IV is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and and, except for the foregoing persons or entities having indemnification rights, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller Except as hereinafter specifically provided ---------------------- in this Section 20, 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 Seller (if the assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer In no event shall not assign any assignment by Seller of its rights and obligations under this Agreement, in whole whether before or in partafter the Closing, whether by operation release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of law or otherwise, without the prior written consent of Sellers Buyer may assign this Agreement and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, all rights hereunder without the consent of SellersSeller, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Dateif such assignment is, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Subsidiary of Buyer; further provided. No such assignment, however, that shall release Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of or Parent from its Liabilities obligations hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller Except as hereinafter specifically provided in this Section 20.07, 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 Seller (if the assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The In no event shall any assignment by Seller of its rights and obligations under this Agreement, whether before or after the Closing, release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer shall not or any permitted assignee of Buyer may assign this AgreementAgreement and any and all rights hereunder, in whole or in part, whether by operation to any subsidiary of law Buyer or otherwise, without to any entity in which the prior written consent controlling shareholders of Sellers and any purported assignment contrary Buyer maintain control. Subject to the terms hereof shall be nullforegoing, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Date, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2. This this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunderassigns. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller Except as hereinafter specifically provided in this Section 20, 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 Seller (if the assignor is Buyer) or Buyer (if the assignors are Seller, Astral or the Management Employees); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The In no event shall any assignment by Seller, Astral or the Management Employees of their rights and obligations under this Agreement, whether before or after the Closing, release them from their liabilities hereunder. Notwithstanding the foregoing, and except for any obligation expressly naming Martek, Buyer shall not or any permitted assignee of Buyer may assign this AgreementAgreement and any and all rights hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Datesubsidiary of Buyer, to but in no event shall any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements assignment of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of Martek release it from its Liabilities liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller shall assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Buyer and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer Purchaser shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Significant Shareholders and the Company; provided, however, that Purchaser shall be entitled to assign this Agreement upon written notice to the other parties hereto to an Affiliate of the Purchaser or in connection with the reorganization (whether by merger, consolidation, or otherwise), sale of all or substantially all of the assets or business of the Purchaser, provided Purchaser and Double-Take shall remain jointly and severally liable to the Sellers for any failure on the part of said assignee to (i) properly release the Escrow Account, (ii) pay the Post-Closing Purchase Price Adjustment, and any (iii) satisfy its indemnification obligations under this Agreement. Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior . Subject to the Transfer Dateforegoing, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2. This this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunderassigns. No Person, Person other than the parties hereto and or their respective successors and assigns as permitted hereunder, is or hereunder 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. (a) No Seller 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; provided, however, (i) Buyer shall be permitted to assign this Agreement at any time, in whole or in part, without the prior written consent of Seller to an Affiliate of Buyer provided that any such assignee that acquires or has the right to acquire the FCC Licenses assumes the obligation of Buyer under the Put and Option Agreement, and (ii) Seller shall be permitted to assign this Agreement at any time, in whole or in part, without the prior written consent of Buyer to an Affiliate of Seller. (b) Any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Date, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, other than the parties hereto and their respective successors and assigns as permitted hereunderhereto, 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 or their respective successors and assigns as permitted hereunder. Without limiting the foregoing, no employee of the Stations and no other Person shall be a third-party beneficiary under this Agreement (including the provisions of Section 8.4), or any Seller Document or Buyer Document.

Benefit and Assignment. 15.6.1NEITHER PARTY MAY SELL, TRANSFER, OR ASSIGN THIS AGREEMENT, EXCEPT TO ENTITIES COMPLETELY CONTROLLING OR CONTROLLED BY THAT PARTY, OR TO ENTITIES ACQUIRING ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. No Seller shall assign this AgreementANY ACT IN DEROGATION OF THE FOREGOING SHALL BE NULL AND VOID; PROVIDED, in whole or in partHOWEVER, whether by operation of law or otherwise, without the prior written consent of Buyer and any purported assignment contrary to the terms hereof shall be null, void and of no force and effectTHAT ANY SUCH ASSIGNMENT SHALL NOT RELIEVE THE ASSIGNING PARTY OF ITS OBLIGATIONS HEREUNDER. The Buyer shall not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Sellers and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, without the consent of Sellers, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Date, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with Buyer; further provided, however, that Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of its Liabilities hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2BOTH PARTIES SHALL REQUIRE WRITTEN NOTICE IN THE EVENT OF ANY ASSIGNMENT BY THE OTHER PARTY. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.

Benefit and Assignment. 15.6.1. No Seller Except as hereinafter specifically provided in this Section 23, 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 Seller (if the assignor is Buyer) or Buyer (if the assignor is Seller); and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect. The Buyer In no event shall not assign any assignment by Seller of its rights and obligations under this Agreement, in whole whether before or in partafter the Closing, whether by operation release Seller from its liabilities hereunder. Notwithstanding the foregoing, Buyer or any permitted assignee of law or otherwise, without the prior written consent of Sellers Buyer may assign this Agreement and any purported assignment contrary to the terms hereof shall be null, void and of no force and effect; provided, however, Buyer shall be entitled, all rights hereunder without the consent of SellersSeller, to assign Buyer's rights and interests hereunder (in whole or in part as to any Station) (a) prior to the Transfer Dateif such assignment is, to any Person that directly or indirectly is in control of, or is controlled by, or is under common control with subsidiary of Buyer; further provided. No such assignment, however, that shall release Buyer gives Seller written notice thereof and such assignee shall be responsible for all representations, covenants and agreements of Buyer hereunder as if such assignee was a party hereto, and that any such assignment shall not relieve Buyer of any of from its Liabilities obligations hereunder; and (b) from and after the Transfer Date, to any Person. 15.6.2. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No Person, person or entity other than the parties hereto and their respective successors and assigns as permitted hereunder, 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 or their respective successors and assigns as permitted hereunder.