Common use of Replacement Agreement Clause in Contracts

Replacement Agreement. In the event that the Agreement is rejected or terminated as a result of any bankruptcy or insolvency proceeding, or the Agreement is terminated for any reason other than a Default which could have been cured by Agent as provided in Section 4, Contracting Party shall, at the option of Agent exercised within forty-five (45) days after such rejection or termination, enter into a new agreement with Agent having terms that are the same in all material respects to those in the Agreement (subject to any conforming changes necessitated by the substitution of parties and other changes as the parties may mutually agree, the “Replacement Agreement”), provided that the term under such Replacement Agreement shall be no longer than the remaining balance of the term specified in the Agreement. Agent shall have the right to assign all of its interest in the Replacement Agreement to any Person in accordance with and subject to Section 3. Upon such assignment, Agent (including its agents and employees) shall be released from any further liability thereunder to the extent of its interest under the Replacement Agreement.