Common use of Non-Assignable Contracts Clause in Contracts

Non-Assignable Contracts. 2.3.1. Without limiting or otherwise affecting the rights of any party hereto, to the extent that any Contract or Lease to be assigned pursuant to this Agreement is not capable of being assigned without the consent, approval, or waiver of a third person or entity, nothing in this Agreement will constitute an assignment or require the assignment thereof except to the extent provided in this Section 2.3. 2.3.2. With respect to all consents, approvals, and waivers referenced in Section 2.3.1, CBS shall use its reasonable best efforts to obtain all such consents, approvals, and waivers prior to and, if the Closing occurs, as promptly as practicable after the Closing Date; provided that CBS shall not be obligated to pay money to any other contracting party to obtain any such consent, approval or waiver, other than reasonable expenses of the party for any legal documentation related to the assignment of the Contract or Lease in question. If the consents, approvals, and waivers are not obtained prior to Closing, the parties shall use their reasonable best efforts in good faith to cooperate, and to cause each of their respective Affiliates to cooperate, in effecting any lawful arrangement to provide to Entercom or its designated Affiliates the economic benefits of the Contracts and Leases for which consents, approvals, and waivers are being sought after Closing, and to have Entercom or its designated Affiliates assume and discharge the obligations under the Contracts and Leases from and after the Closing Date.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Entercom Communications Corp), Asset Purchase Agreement (Entercom Communications Corp)

Non-Assignable Contracts. 2.3.1. Without limiting or otherwise affecting the rights of any party hereto, to the extent that any Contract or Lease to be assigned pursuant to this Agreement is not capable of being assigned without the consent, approval, or waiver of a third person or entity, nothing in this Agreement will constitute an assignment or require the assignment thereof except to the extent provided in this Section 2.3. 2.3.2. With respect to all consents, approvals, and waivers referenced in Section 2.3.1, CBS Entercom shall use its reasonable best efforts to obtain all such consents, approvals, and waivers prior to and, if the Closing occurs, as promptly as practicable after the Closing Date; provided that CBS Entercom shall not be obligated to pay money to any other contracting party to obtain any such consent, approval or waiver, waiver other than reasonable expenses of the party for any legal documentation related to the assignment of the Contract or Lease in question. If the consents, approvals, and waivers are not obtained prior to Closing, the parties shall use their reasonable best efforts in good faith to cooperate, and to cause each of their respective Affiliates to cooperate, in effecting any lawful arrangement to provide to Entercom or its designated Affiliates CBS the economic benefits of the Contracts and Leases for which consents, approvals, and waivers are being sought after Closing, and to have Entercom or its designated Affiliates CBS assume and discharge the obligations under the Contracts and Leases from and after the Closing Date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Entercom Communications Corp)