Common use of Assignment and Change of Control Clause in Contracts

Assignment and Change of Control. (a) Neither this Agreement nor the licenses, rights or obligations hereunder may be assigned or delegated, including by operation of Law, merger, consolidation, asset sale, acquisition of securities or otherwise, by any Party without the prior express written consent of the other Party (which consent may be granted or withheld in the sole discretion of such other Party); provided that (i) a Change of Control of a Party is not, and will be deemed not to be, an assignment or delegation, or purported assignment or delegation, of this Agreement or a breach of this Section 5.1, and, subject to Section 5.1(c), the licenses and other rights granted pursuant to ARTICLE III shall survive any Change of Control of either Party, and (ii) each Party may assign this Agreement in whole and without the other Party’s consent to any Person that acquires all or substantially all of the assets and business operations of such Party; provided further that DFS may not in any case assign or delegate this Agreement or any licenses, rights or obligations hereunder to any Excluded Entity. (b) Upon any Change of Control of a Party, the Party undergoing such Change of Control shall, within fifteen (15) days following the consummation of such Change of Control, provide to the other Party written notice of such Change of Control describing the transaction or series of transactions giving rise to the Change of Control and, if the relevant Party undergoing a Change of Control is DFS, indicating in particular whether any Person obtaining direct or indirect Control of DFS is an Excluded Entity. (c) Upon a Change of Control of DFS (including, for the avoidance of doubt, upon a Change of Control of any Person with direct or indirect Control of DFS) whereby the Person or any member of a group of related Persons obtaining Control of DFS (including by obtaining Control of a Person with direct or indirect Control of DFS) is an Excluded Entity, RRD may, at its sole discretion and at any time within the earlier of (A) ninety (90) days after RRD receives written notice pursuant to Section 5.1(b) of such a Change of Control or (B) one hundred and five (105) days following the consummation of such Change of Control, immediately terminate the licenses and other rights granted to DFS pursuant to ARTICLE III, including any sublicenses granted by DFS under such licenses or other rights, upon written notice to DFS. (d) Any attempted assignment or delegation that is not in accordance with this Section 5.1 shall be null and void.

Assignment and Change of Control. (a) Neither this Agreement nor the licenses, rights or obligations hereunder may be assigned or delegated, including by operation of Law, merger, consolidation, asset sale, acquisition of securities or otherwise, by any Party without the prior express written consent of the other Party (which consent may be granted or withheld in the sole discretion of such other Party); provided that (i) a Change of Control of a Party is not, and will be deemed not to be, an assignment or delegation, or purported assignment or delegation, of this Agreement or a breach of this Section 5.1, and, subject to Section 5.1(c), the licenses and other rights granted pursuant to ARTICLE III shall survive any Change of Control of either Party, and (ii) each Party may assign this Agreement in whole and without the other Party’s consent to any Person that acquires all or substantially all of the assets and business operations of such Party; provided further that DFS LSC may not in any case assign or delegate this Agreement or any licenses, rights or obligations hereunder to any Excluded Entity. (b) Upon any Change of Control of a Party, the Party undergoing such Change of Control shall, within fifteen (15) days following the consummation of such Change of Control, provide to the other Party written notice of such Change of Control describing the transaction or series of transactions giving rise to the Change of Control and, if the relevant Party undergoing a Change of Control is DFSLSC, indicating in particular whether any Person obtaining direct or indirect Control of DFS LSC is an Excluded Entity. (c) Upon a Change of Control of DFS LSC (including, for the avoidance of doubt, upon a Change of Control of any Person with direct or indirect Control of DFSLSC) whereby the Person or any member of a group of related Persons obtaining Control of DFS LSC (including by obtaining Control of a Person with direct or indirect Control of DFSLSC) is an Excluded Entity, RRD may, at its sole discretion and at any time within the earlier of (A) ninety (90) days after RRD receives written notice pursuant to Section 5.1(b) of such a Change of Control or (B) one hundred and five (105) days following the consummation of such Change of Control, immediately terminate the licenses and other rights granted to DFS LSC pursuant to ARTICLE III, including any sublicenses granted by DFS LSC under such licenses or other rights, upon written notice to DFSLSC. (d) Any attempted assignment or delegation that is not in accordance with this Section 5.1 shall be null and void.