Change of Control; Assignment and Subcontracting. Except as set forth in this Section 8.5, neither party may assign any of its rights and obligations under this Agreement without the prior written approval of the other party, which approval will not be unreasonably withheld. For purposes of this Section 8.5, a direct or indirect change of control of Registry Operator or any subcontracting arrangement that relates to any critical registry function for the TLD (a “Material Subcontracting Arrangement”) shall be deemed an assignment. (a) Registry Operator must provide no less than thirty (30) calendar days advance notice to ICANN of any assignment or Material Subcontracting Arrangement, and any agreement to assign or subcontract any portion of the operations of the TLD (whether or not a Material Subcontracting Arrangement) must mandate compliance with all covenants, obligations and agreements by Registry Operator hereunder, and Registry Operator shall continue to be bound by such covenants, obligations and agreements. Registry Operator must also provide no less than thirty (30) calendar days advance notice to ICANN prior to the consummation of any transaction anticipated to result in a direct or indirect change of control of Registry Operator.
Appears in 7 contracts
Samples: Registry Agreement, Registry Agreement, Registry Agreement
