Change in Audit Management Party. (i) Subject to Section 9.2(d)(vi), upon (a) the second anniversary following the Effective Time and annually on each anniversary date thereafter; (b) the expiration of the three (3)-month period following a Change of Control of the Audit Management Party; (c) the expiration of the three (3)-month period following a Bankruptcy of the Audit Management Party; or (d) any point in time at which the Threshold Base Amount has either exceeded the First Tax Contingency Amount or, following such event, has decreased to an amount below the First Tax Contingency Amount (each of (a), (b), (c) and (d), a “Tax Management Change Event”), a Participating Party’s Audit Representative may call for a vote to decide whether the current Audit Management Party should be replaced by another Participating Party by providing written notice of such vote to the other Participating Parties thirty (30) days prior to such Tax Management Change Event (“Administration Vote Notice”).
Change in Audit Management Party. (i) Upon (a) the second anniversary following the Effective Time and annually on each anniversary date thereafter; (b) the expiration of the six (6) month period following a Change of Control of the Audit Management Party; and (c) the expiration of the six (6) month period following a Bankruptcy of the Audit Management Party (each of (a), (b), and (c), a “Tax Management Change Event”), a Party’s Audit Representative may call for a vote to decide whether the current Audit Management Party should be replaced by another Party by providing written notice of such vote to the other Parties thirty (30) days prior to such Tax Management Change Event (“Administration Vote Notice”).
Change in Audit Management Party. Unless prohibited by Law, upon (a) the expiration of the three (3)-month period following a Change of Control of the Audit Management Party; or (b) the expiration of the three (3)-month period following a Bankruptcy of the Audit Management Party; (each of (a) and (b), a “Tax Management Change Event”), the Party not then acting as Audit Management Party shall become the Audit Management Party; provided, however, that with respect to a Tax Management Change Event due to a Change of Control of the Audit Management Party, the Party not then acting as Audit Management Party shall become the Audit Management Party only if the Non-Income Tax Threshold Base Amount exceeds the Non-Income Tax Contingency Amount or the ADT Canada Non-Income Tax Threshold Base Amount exceeds the ADT Canada Non-Income Tax Contingency Amount, as the case may be, unless such other party provides written notice to the current Audit Management Party within forty-five (45) days of the Tax Management Change Event that such other Party declines to become the Audit Management Party (“Audit Management Party Replacement Declination Notice”).
