Common use of No Assignment; Binding Effect Clause in Contracts

No Assignment; Binding Effect. No Party to this Agreement may assign or delegate, either directly or indirectly by merger or consolidation, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party to this Agreement, which such Party may withhold in its absolute discretion, and any attempt to do so shall be ineffective and void ab initio, except that (w) a Party shall (and therefore is also permitted to) assign this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization or consolidation transaction in which it is a constituent party but not the surviving entity or the sale of all or substantially all of its Assets, and the surviving entity of such merger, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a Party hereto; (x) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate; and (y) each Party may assign any of its obligations hereunder to an Affiliate so long as such Affiliate executes a writing in form reasonably satisfactory to the other Party agreeing to be bound by the terms of this Agreement as if named as a Party hereto; provided, however, that, in the case of clauses (w), (x) and (y) such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to in writing by the non-assigning Party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

No Assignment; Binding Effect. No Neither Party shall be permitted to this Agreement may assign assign, in whole or delegatein part, either directly or indirectly indirectly, by merger operation of law or consolidationotherwise, all or any portion of its rights, rights or obligations or liabilities under this Agreement without the prior written consent of the other Party and any unauthorized assignment shall be null and void. Notwithstanding such prohibition on assignment: (a) Nothing herein shall prohibit, modify or limit the ability of the Parties to transfer or allocate Assets and Liabilities, as the case may be, to any entity within the EWS Group or the SNI Group in connection with, or in furtherance of, the Distribution and, to the extent that any such transfer or allocation results in an assignment of this Agreement or any rights or obligations hereunder, then the Parties shall make such amendments, revisions or modifications to this Agreement, which Agreement as are reasonably necessary to reflect the affect of such assignment. (b) Either Party may withhold in assign all, but not less than all, of its absolute discretion, and any attempt to do so shall be ineffective and void ab initio, except that (w) a Party shall (and therefore is also permitted to) assign rights or obligations under this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization consolidation or consolidation merger transaction in which it such Party is a constituent party but not the continuing or surviving entity or the sale by such Party of all or substantially all of its Assetsproperties and assets, provided that: (i) prior to such transaction becoming effective, the continuing, surviving or acquiring entity shall have executed and delivered to the surviving entity of such mergerother Party a written agreement, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law or pursuant to an agreement in writing, form and substance reasonably satisfactory to the other Party, pursuant to which such entity agrees to be bound by all of the terms terms, conditions and provisions of this Agreement as if named as a “Party” hereto and (ii) no Party hereto; (x) each Party hereto may assign any shall be obligated to materially change the nature, scope or all volume of its rights and interests hereunder to an Affiliate; and (y) each Party may assign any of its or obligations hereunder to an Affiliate so long as such Affiliate executes a writing in form reasonably satisfactory to the other Party agreeing to be bound by the terms of under this Agreement as if named as a Party hereto; provided, however, that, in the case of clauses (w), (x) and (y) such assignment shall not relieve such Party result of any of its obligations hereunder unless agreed to in writing by the non-assigning Party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assignssuch assignment.

No Assignment; Binding Effect. No Party to this Agreement may assign or delegateThis Agreement, either directly or indirectly by merger or consolidation, all or and any portion of its the rights, interests or obligations or liabilities under this Agreement Agreement, may not be assigned or transferred, in whole or in part, by operation of Law or otherwise, by either of the Parties without the prior written consent of the other Party to this Agreement(which consent shall not be unreasonably withheld, which such conditioned or delayed); provided, that (i) each Party may withhold assign or transfer, in its absolute discretionwhole or in part, and any attempt to do so shall be ineffective and void ab initio, except that (w) a Party shall (and therefore is also permitted to) assign this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization or consolidation transaction in which it is a constituent party but not the surviving entity or the sale of all or substantially all of its Assets, and the surviving entity of such merger, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law Law or pursuant otherwise, this Agreement to an agreement one or more of its Affiliates, (ii) Holcim may assign or transfer, in writingwhole or in part, reasonably satisfactory by operation of Law or otherwise, any of the foregoing to the other Partysuccessor to all or a portion of the business or assets to which this Agreement relates, and (iii) SpinCo may assign or transfer, in whole or in part, by operation of Law or otherwise, any of the foregoing to the successor to all or a portion of the business or assets to which this Agreement relates; provided, further, that (A) the assigning or transferring Party shall promptly notify the non-assigning or non-transferring Party in writing of any assignments or transfers it makes under the foregoing clauses (ii) or (iii), (B) the party to whom this Agreement is assigned or transferred shall agree in writing to be bound by the terms of this Agreement as if named as a Party hereto; (x) each Party “Party” hereto may assign any with respect to all or all of its rights and interests hereunder to an Affiliate; and (y) each Party may assign any of its obligations hereunder to an Affiliate so long as such Affiliate executes a writing in form reasonably satisfactory to the other Party agreeing to be bound by the terms portion of this Agreement as if named as a Party hereto; providedso assigned or transferred, however, that, in the case of clauses (w), (x) and (yC) any such assignment or transfer to a Third Party shall be subject to the termination rights and other provisions of Article VII. For clarity, the foregoing in this Section 10.6 shall not prohibit a Change of Control of either Party (and any such Change of Control shall be subject to the termination rights and other provisions of Article VII). Any purported assignment in violation of this Section 10.6 shall be void ab initio. No assignment or transfer shall relieve such the assigning or transferring Party of any of its obligations hereunder under this Agreement that accrued prior to such assignment or transfer unless agreed to in writing by the non-assigning or non-assigning Party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

No Assignment; Binding Effect. No Party to this Agreement may assign or delegate, either directly or indirectly by merger or consolidation, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party to this Agreement, which such Party may withhold in its absolute discretion, and any attempt to do so shall be ineffective and void ab initio, except that (w) a Party shall (and therefore is also permitted to) assign this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization or consolidation transaction in which it is a constituent party but not the surviving entity or the sale of all or substantially all of its Assets, and the surviving entity of such merger, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a Party hereto; (x) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate; and (y) each Party may assign any of its obligations hereunder to an Affiliate so long as such Affiliate executes a writing in form reasonably satisfactory to the other Party agreeing to be bound by the terms of this Agreement as if named as a Party hereto; and (z) the conversion of ATMCo from a Delaware limited liability company to a Maryland corporation prior to the Distribution Date shall not require the consent of either Party; provided, however, that, in the case of clauses (w), (x) and (y) such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to in writing by the non-assigning Party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

No Assignment; Binding Effect. No Neither Party shall be permitted to this Agreement may assign assign, in whole or delegatein part, either directly or indirectly indirectly, by merger operation of law or consolidationotherwise, all or any portion of its rights, rights or obligations or liabilities under this Agreement without the prior written consent of the other Party and any unauthorized assignment shall be null and void. Notwithstanding such prohibition on assignment: (a) Either Party’s obligation to this Agreementprovide, which or right to receive, any Service (or portions thereof) may be assigned, sublicensed, delegated, allocated or contributed, in whole or in part, to one or more Affiliates of such Party may withhold in within its absolute discretionGroup and, and any attempt to do the extent so assigned, sublicensed, delegated, allocated or contributed, the relevant Affiliate shall be ineffective deemed the relevant Service Provider or Service Recipient, as applicable, with respect to the relevant portion of such Services; provided that no such assignment, allocation or contribution shall relieve such Party of any of its obligations hereunder. No prior written consent shall be required with respect to any such permitted assignment, sublicense, delegation, allocation or contribution. (b) Nothing herein shall prohibit, modify or limit the ability of the Parties to transfer or allocate assets and void ab initioliabilities, except as the case may be, to any entity within the EWS Group or the SNI Group in connection with, or in furtherance of, the Separation (as defined in the Separation Agreement) and, to the extent that any such transfer or allocation results in a change of the Party or member of its Group which reasonably should be a Service Provider or Service Recipient with respect to any Service then the Parties shall make such amendments, revisions or modifications to the Schedules as are reasonably necessary to reflect the appropriate Service Provider or Service Recipient, as the case may be. (wc) a Either Party shall (and therefore is also permitted to) may assign all, but not less than all, of its rights or obligations under this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization consolidation or consolidation merger transaction in which it such Party is a constituent party but not the continuing or surviving entity or the sale by such Party of all or substantially all of its Assetsproperties and assets, provided that: (i) prior to such transaction becoming effective, the continuing, surviving or acquiring entity shall have executed and delivered to the surviving entity of such mergerother Party a written agreement, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law or pursuant to an agreement in writing, form and substance reasonably satisfactory to the other Party, pursuant to which such entity agrees to be bound by all of the terms terms, conditions and provisions of this Agreement as if named as a “Party” hereto and (ii) no Service Provider or Service Recipient shall be obligated to materially change the nature, scope or volume of the Services it provides or receives, respectively, under this Agreement as a result of any such assignment. (d) If either Party hereto; (x) each Party hereto may assign assigns, delegates, sublicenses, allocates or contributes all or any or all portion of its rights and interests hereunder obligations under this Agreement to an Affiliate; and (y) each Party may assign any other member of its Group, then prior to such Party consummating any sale or transfer of a controlling interest in, or all or substantially all of the properties and assets of, such other Group member to a non-Affiliate of such Party, such Party shall cause all such rights or obligations hereunder to an Affiliate so long as be reallocated among one or more of the continuing members of its Group by appropriate assignment or assumption transactions such Affiliate executes that the Group member to be sold shall no longer be a writing Service Provider or Service Recipient upon consummation of such sale transaction. The other Party shall have the right to prior review of such re-allocations and the Parties shall cooperate in form reasonably satisfactory good faith to resolve any reasonable objections that the other Party agreeing may have to such re-allocations and to take such further actions as may be bound by reasonably required to assure that the terms of rights and obligations under this Agreement as if named as a Party hereto; provided, however, thatare preserved, in the case aggregate. (e) Nothing in this Section 11.07 shall affect the ability of clauses (w), (x) and (y) such assignment shall not relieve such either Party of to terminate any of its obligations hereunder unless agreed to the Services in writing by accordance with the non-assigning Party. Subject to the preceding sentence, provisions of this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assignsAgreement.

No Assignment; Binding Effect. No Party to this Agreement may assign or delegate, either directly or indirectly by merger or consolidationconsolidation , all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party to this Agreement, which such Party may withhold in its absolute discretion, and any attempt to do so shall be ineffective and void ab initio, except that (wx) a Party shall (and therefore is also permitted to) assign this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization or consolidation transaction in which it is a constituent party but not the surviving entity or the sale of all or substantially all of its Assets, and the surviving entity of such merger, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a Party hereto; (xy) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate; and (yz) each Party may assign any of its obligations hereunder to an Affiliate so long as such Affiliate executes a writing in form reasonably satisfactory to the other Party agreeing to be bound by the terms of this Agreement as if named as a Party hereto; provided, however, that, in the each case of clauses (w), (x) and (y) such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to in writing by the non-assigning Party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

No Assignment; Binding Effect. No Party shall be permitted to this Agreement may assign assign, in whole or delegatein part, either directly or indirectly indirectly, by merger or consolidationoperation of law nor otherwise, all or any portion of its rights, rights or obligations or liabilities under this Agreement without the prior written consent of the other Party and any unauthorized assignment shall be null and void. Notwithstanding such prohibition on assignment: (a) Nothing herein shall prohibit, modify or limit the ability of the Parties to transfer or allocate Assets and Liabilities, as the case may be, to any entity within the Scripps Group or the Newco Group in connection with, or in furtherance of, the Distribution and, to the extent that any such transfer or allocation results in an assignment of this Agreement or any rights or obligations hereunder, then the Parties shall make such amendments, revisions or modifications to this Agreement, which Agreement as are reasonably necessary to reflect the effect of such assignment. (b) Any Party may withhold in assign all, but not less than all, of its absolute discretion, and any attempt to do so shall be ineffective and void ab initio, except that (w) a Party shall (and therefore is also permitted to) assign rights or obligations under this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization consolidation or consolidation merger transaction in which it such Party is a constituent party but not the continuing or surviving entity or the sale by such Party of all or substantially all of its Assetsproperties and assets, provided that except with regard to the Newspaper Merger and the Broadcast Merger: (i) prior to such transaction becoming effective, the continuing, surviving or acquiring entity of such mergershall have executed and delivered to the other Parties a written agreement, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law or pursuant to an agreement in writing, form and substance reasonably satisfactory to the other PartyParties, pursuant to which such entity agrees to be bound by all of the terms terms, conditions and provisions of this Agreement as if named as a “Party” hereto and (ii) no Party hereto; (x) each Party hereto may assign any shall be obligated to materially change the nature, scope or all volume of its rights and interests hereunder to an Affiliate; and (y) each Party may assign any of its or obligations hereunder to an Affiliate so long as such Affiliate executes a writing in form reasonably satisfactory to the other Party agreeing to be bound by the terms of under this Agreement as if named as a Party hereto; provided, however, that, in the case of clauses (w), (x) and (y) such assignment shall not relieve such Party result of any of its obligations hereunder unless agreed to in writing by the non-assigning Party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assignssuch assignment.

No Assignment; Binding Effect. No Party to this Agreement may assign or delegate, either directly or indirectly by merger or consolidation, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party to this Agreement, which such Party may withhold in its absolute discretion, and any attempt to do so shall be ineffective and void ab initio, except that (w) a Party shall (and therefore is also permitted to) assign this Agreement and any or all of the rights, interests and obligations hereunder in connection with a merger, reorganization or consolidation transaction in which it is a constituent party but not the surviving entity or the sale of all or substantially all of its Assets, and the surviving entity of such merger, reorganization or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Person by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a Party hereto; (x) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate; Affiliate and (y) each Party may assign any of its obligations hereunder to an Affiliate so long as such Affiliate executes a writing in form reasonably satisfactory to the other Party agreeing to be bound by the terms of this Agreement as if named as a Party hereto; provided, however, that, in the case of clauses (w), (x) and (y) such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to in writing by the non-assigning Party. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.