Common use of Change in Audit Management Party Clause in Contracts

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”).

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”).