Common use of Modification and Substitution Clause in Contracts

Modification and Substitution. Service Provider may terminate, shorten, modify or extend the Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under Section 6.4, Exhibit 2 or Attachment 4-B and, subject to Section 9.11 (including DIR's right of prior approval), may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider and agreed to by DIR, such change(s): (i) shall not constitute a breach of applicable Laws or any obligation of DIR or the DIR Customers under such Materials licenses, Equipment Leases or Third Party Contracts; (ii) shall not result in additional financial obligations, financial or operational risk or Losses to DIR or the DIR Customers; (iii) shall not result in any increase to DIR or the DIR Customers in the cost of receiving the Services; and (iv) if assumable by DIR or the DIR Customers, shall not provide for less favorable terms, conditions or prices for DIR, the DIR Customers and/or their designee(s) following the expiration or termination of this Agreement or any applicable Service(s) than would otherwise be applicable to Service Provider (except for terms, conditions or prices available to Service Provider because of its volume purchases). Service Provider's rights under the preceding sentence are conditioned upon Service Provider paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor associated with such action and indemnifying DIR and the DIR Customers against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider shall not terminate, shorten or modify without DIR's prior written consent any license for Third Party Materials either created exclusively for DIR or the DIR Customers or otherwise not commercially available. Service Provider shall reimburse DIR and the DIR Customer(s) for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's direction in connection with obtaining any such modification. DIR and any DIR Customer may request, and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.

Modification and Substitution. Service Provider Supplier may terminate, shorten, modify or extend the Third Party Materials Software licenses, Equipment Leases and Third Party Contracts for which Service Provider Supplier is financially responsible under Section 6.4, Exhibit 2 or Attachment 4-B the applicable Supplement and, subject to Section 9.11 (including DIR's right of prior approval)9.12, may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider Supplier and agreed to by DIRKraft, such change(s): ) (i) shall not constitute a breach of applicable Laws or any obligation of DIR Kraft or the DIR Customers Eligible Recipients under such Materials Software licenses, Equipment Leases or Third Party Contracts; , (ii) shall not result in additional financial obligations, financial or operational risk or Losses to DIR Kraft or the DIR Customers; Eligible Recipients, (iii) shall not result in any increase to DIR Kraft or the DIR Customers Eligible Recipients in the cost of receiving the Services; , and (iv) if assumable by DIR Kraft or the DIR CustomersEligible Recipients, shall not provide for less favorable terms, conditions or prices for DIRKraft, the DIR Customers Eligible Recipients and/or their designee(s) following the expiration or termination of this Agreement the Term or any applicable Service(s) Service than would otherwise be applicable to Service Provider Supplier (except for terms, conditions or prices available to Service Provider Supplier because of its volume purchases). Service Provider's Supplier’s rights under the immediate preceding sentence are conditioned upon Service Provider Supplier paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor associated with such action and indemnifying DIR Kraft and the DIR Customers Eligible Recipients against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider Supplier shall not terminate, shorten or modify without DIR's Kraft’s prior written consent any license for Third Party Materials Software either created exclusively for DIR Kraft or the DIR Customers Eligible Recipients or otherwise not commercially available. Service Provider Supplier shall reimburse DIR Kraft and the DIR Customer(sEligible Recipient(s) for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's Supplier’s direction in connection with obtaining any such modification. DIR and any DIR Customer may request, and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.

Modification and Substitution. Service Provider may terminate, shorten, modify modify, or extend the Third Party Materials licenses, Equipment Leases Leases, and Third Party Contracts for which Service Provider is financially responsible under Section 6.4, Exhibit 2 2, or Attachment 4-B and, subject to Section 9.11 (including DIR's right of prior approval), may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider and agreed to by DIR, such change(s): (i) shall not constitute a breach of applicable Laws or any obligation of DIR or the DIR Customers under such Materials licenses, Equipment Leases Leases, or Third Party Contracts; (ii) shall not result in additional financial obligations, financial financial, or operational risk or Losses to DIR or the DIR Customers; (iii) shall not result in any increase to DIR or the DIR Customers in the cost of receiving the Services; and (iv) if assumable by DIR or the DIR Customers, shall not provide for less favorable terms, conditions or prices for DIR, the DIR Customers Customers, and/or their designee(s) following the expiration or termination of this Agreement or any applicable Service(s) than would otherwise be applicable to Service Provider (except for terms, conditions conditions, or prices available to Service Provider because of its volume purchases). Service Provider's rights under the preceding sentence are conditioned upon Service Provider paying all applicable termination or cancellation charges, Losses Losses, and other amounts due to the applicable vendor associated with such action and indemnifying DIR and the DIR Customers against any such charges, Losses Losses, or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider shall not terminate, shorten shorten, or modify without DIR's prior written consent any license for Third Party Materials either created exclusively for DIR or the DIR Customers or otherwise not commercially available. Service Provider shall reimburse DIR and the DIR Customer(s) for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's direction in connection with obtaining any such modification. DIR and any DIR Customer may request, and Service Provider shall provide, copies of all extensions, renewals, terminations terminations, and modifications proposed and/or entered into by Service Provider hereunder.

Modification and Substitution. Service Provider may terminate, shorten, modify or extend the Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under Section S ection 6.4, Exhibit E xhibit 2 or Attachment A ttachment 4-B and, subject to Section 9.11 (including DIR's right of prior approval), may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider and agreed to by DIR, such change(s): (i) shall not constitute a breach of applicable Laws or any obligation of DIR or the DIR Customers under such Materials licenses, Equipment Leases or Third Party Contracts; (ii) shall not result in additional financial obligations, financial or operational risk or Losses to DIR or the DIR Customers; (iii) shall not result in any increase to DIR or the DIR Customers in the cost of receiving the Services; and (iv) if assumable by DIR or the DIR Customers, shall not provide for less favorable terms, conditions or prices for DIR, the DIR Customers and/or their designee(s) following the expiration or termination of this Agreement or any applicable Service(s) than would otherwise be applicable to Service Provider (except for terms, conditions or prices available to Service Provider because of its volume purchases). Service Provider's rights under the preceding sentence are conditioned upon Service Provider paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor associated with such action and indemnifying DIR and the DIR Customers against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider shall not terminate, shorten or modify without DIR's prior written consent any license for Third Party Materials either created exclusively for DIR or the DIR Customers or otherwise not commercially available. Service Provider shall reimburse DIR and the DIR Customer(s) for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's direction in connection with obtaining any such modification. DIR and any DIR Customer may request, and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.

Modification and Substitution. Service Provider may terminate, shorten, modify or extend the Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under Section 6.4, Exhibit 2 or Attachment 4-B C and, subject to Section 9.11 (including DIRTxDOT's right of prior approval), may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider and agreed to by DIRTxDOT, such change(s): (i) shall not constitute a breach of applicable Laws or any obligation of DIR or the DIR Customers TxDOT under such Materials licenses, Equipment Leases or Third Party Contracts; (ii) shall not result in additional financial obligations, financial or operational risk or Losses to DIR or the DIR CustomersTxDOT; (iii) shall not result in any increase to DIR or the DIR Customers TxDOT in the cost of receiving the Services; and (iv) if assumable by DIR or the DIR CustomersTxDOT, shall not provide for less favorable terms, conditions or prices for DIR, the DIR Customers TxDOT and/or their its designee(s) following the expiration or termination of this Agreement or any applicable Service(s) than would otherwise be applicable to Service Provider (except for terms, conditions or prices available to Service Provider because of its volume purchases). Service Provider's rights under the preceding sentence are conditioned upon Service Provider paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor associated with such action and indemnifying DIR and the DIR Customers TxDOT against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider shall not terminate, shorten or modify without DIRTxDOT's prior written consent any license for Third Party Materials either created exclusively for DIR or the DIR Customers TxDOT or otherwise not commercially available. Service Provider shall reimburse DIR and the DIR Customer(s) TxDOT for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's direction in connection with obtaining any such modification. DIR and any DIR Customer TxDOT may request, and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.

Modification and Substitution. Service Provider may terminate, shorten, modify or extend the Third Party Materials Software licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under Section 6.4, Exhibit Schedules 2 or Attachment 4-B and 4B of this Agreement and, subject to Section 9.11 (including DIR's right of prior approval)9.12, may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider and agreed to by DIRAllegheny, such change(s): ) (i) shall not constitute a breach of applicable Laws or any obligation of DIR Allegheny or the DIR Customers Eligible Recipients under such Materials Software licenses, Equipment Leases or Third Party Contracts; (ii) shall not result in additional financial obligations, financial or operational risk or Losses to DIR Allegheny or the DIR CustomersEligible Recipients; (iii) shall not result in any increase to DIR Allegheny or the DIR Customers Eligible Recipients in the cost of receiving the Services; and (iv) if assumable by DIR Allegheny or the DIR CustomersEligible Recipients, shall not provide for less favorable terms, conditions or prices for DIRAllegheny, the DIR Customers Eligible Recipients and/or their designee(s) following the expiration or termination of this Agreement the Term or any applicable Service(s) Service than would otherwise be applicable to Service Provider (except for terms, conditions or prices available to Service Provider because of its volume purchases). Service Provider's ’s rights under the immediate preceding sentence are conditioned upon Service Provider paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor associated with such action and indemnifying DIR Allegheny and the DIR Customers Eligible Recipients against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider shall not terminate, shorten or modify without DIR's Allegheny’s prior written consent any license for Third Party Materials Software either created exclusively for DIR Allegheny or the DIR Customers Eligible Recipients or otherwise not commercially available. Service Provider shall reimburse DIR Allegheny and the DIR Customer(sEligible Recipient(s) for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's ’s direction in connection with obtaining any such modification. DIR and any DIR Customer may request, and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.

Modification and Substitution. Service Provider Supplier may terminate, shorten, modify or extend the Third Party Materials Software licenses, Equipment Leases and Third Party Contracts for which Service Provider Supplier is financially responsible under Section 6.4, Exhibit 2 or Attachment 4-B Schedule 4.2 and, subject to Section 9.11 (including DIR's right of prior approval)9.12, may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider Supplier and agreed to by DIRKraft, such change(s): ) (i) shall not constitute a breach of applicable Laws or any obligation of DIR Kraft or the DIR Customers Eligible Recipients under such Materials Software licenses, Equipment Leases or Third Party Contracts; , (ii) shall not result in additional financial obligations, financial or operational risk or Losses to DIR Kraft or the DIR Customers; Eligible Recipients, (iii) shall not result in any increase to DIR Kraft or the DIR Customers Eligible Recipients in the cost of receiving the Services; , and (iv) if assumable by DIR Kraft or the DIR CustomersEligible Recipients, shall not provide for less favorable terms, conditions or prices for DIRKraft, the DIR Customers Eligible Recipients and/or their designee(s) following the expiration or termination of this Agreement the Term or any applicable Service(s) Service than would otherwise be applicable to Service Provider Supplier (except for terms, conditions or prices available to Service Provider Supplier because of its volume purchases). Service Provider's Supplier’s rights under the immediate preceding sentence are conditioned upon Service Provider Supplier paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor associated with such action and indemnifying DIR Kraft and the DIR Customers Eligible Recipients against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider Supplier shall not terminate, shorten or modify without DIR's Kraft’s prior written consent any license for Third Party Materials Software either created exclusively for DIR Kraft or the DIR Customers Eligible Recipients or otherwise not commercially available. Service Provider Supplier shall reimburse DIR Kraft and the DIR Customer(sEligible Recipient(s) for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's Supplier’s direction in connection with obtaining any such modification. DIR and any DIR Customer may request, and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.

Modification and Substitution. Service Provider may Supplier shall have the sole right to terminate, shorten, modify or extend the Third Party Materials licenses, Equipment Leases and Third Party Contracts for which Service Provider Supplier is financially responsible under Section 6.4, Exhibit 2 or Attachment 4-B and, subject to Section 9.11 (including DIR's right of prior approval), and may substitute or change vendors suppliers relating to goods or services covered thereby; provided that, except as otherwise disclosed by Service Provider Supplier and agreed to by DIRthe Eligible Recipient, such change(s): ) (i) shall not constitute a breach of applicable Laws or any obligation of DIR or the DIR Customers under such Materials licenses, Equipment Leases or Third Party ContractsEligible Recipients; (ii) shall not result in additional financial obligations, financial or operational risk or Losses [**] to DIR or the DIR CustomersEligible Recipients; (iii) shall not result in any increase [**] to DIR or the DIR Customers in the cost of receiving the ServicesEligible Recipients [**]; and (iv) if assumable by DIR or the DIR Customers, shall not provide for less favorable terms, conditions or prices for DIR, the DIR Customers any Eligible Recipients and/or their respective designee(s) following the expiration or termination of this Agreement the Term or any applicable Service(s) Service than would otherwise be applicable to Service Provider Supplier (except for terms, conditions or prices available to Service Provider Supplier because of its volume purchases), unless such Third Party Contract is not assignable to the Eligible Recipient after expiration or termination of the Term of any applicable service and the Eligible Recipient agrees that such Third Party Contract is not assignable. Service Provider's Supplier’s rights under the immediately preceding sentence are conditioned upon Service Provider Supplier paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor third party associated with such action and indemnifying DIR and the DIR Customers Eligible Recipients against any such charges, Losses or other amounts associated therewith. Notwithstanding anything to the contrary herein, Service Provider Supplier shall not terminate, shorten or modify without DIR's the Eligible Recipient’s prior written consent any license for Third Party Materials Software either created exclusively for DIR or the DIR Customers an Eligible Recipient or otherwise not commercially available. Service Provider Supplier shall reimburse DIR and the DIR Customer(s) Eligible Recipients for any termination charges, cancellation charges, charges or other amounts paid by them at Service Provider's Supplier’s direction in connection with obtaining any such modificationThird Party Contracts. DIR and any DIR Customer may request, and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.(e)

Modification and Substitution. Service Provider may terminate, shorten, modify or extend the Third Party Materials Software licenses, Equipment Leases and Third Party Contracts for which Service Provider is financially responsible under Section 6.4, Exhibit 2 or Attachment 4-B and, subject to Section 9.11 (including DIR's right SCHEDULES E and U of prior approval), this Agreement and may substitute or change vendors suppliers relating to goods or services covered thereby; provided thatso long as, except as otherwise disclosed by Service Provider and agreed to by DIRXxxxxxxx, such change(s): ) (i) shall do not constitute a breach of applicable Laws or any obligation of DIR Xxxxxxxx or the DIR Customers Eligible Recipients under such Materials Software licenses, Equipment Leases or Third Party Contracts; , (ii) shall do not result in additional financial obligations, financial or operational risk or Losses to DIR Xxxxxxxx or the DIR CustomersEligible Recipients; (iii) shall do not result in any increase to DIR Xxxxxxxx or the DIR Customers Eligible Recipients in the cost of receiving the Services; and (iv) if assumable by DIR or the DIR CustomersXxxxxxxx, shall do not provide for less favorable terms, conditions or prices for DIRXxxxxxxx, the DIR Customers Eligible Recipients and/or their designee(s) following the expiration or termination of this Agreement the Term or any applicable Service(s) Service than would otherwise be applicable to Service Provider (except for terms, conditions or prices available to Service Provider because of its volume purchases). Service Provider's rights under the immediately preceding sentence are conditioned upon Service Provider paying all applicable termination or cancellation charges, Losses and other amounts due to the applicable vendor supplier associated with such action and indemnifying DIR and the DIR Customers against any such charges, Losses or other amounts associated therewithaction. Notwithstanding anything to the contrary herein, Service Provider shall not terminate, shorten or modify without DIR's Xxxxxxxx'x prior written consent any license for Third Party Materials Software either created exclusively for DIR Xxxxxxxx or the DIR Customers Eligible Recipients or otherwise not commercially available. Service Provider shall reimburse DIR Xxxxxxxx and the DIR Customer(sEligible Recipient(s) for any termination charges, cancellation charges, or other amounts paid by them at Service Provider's direction in connection with obtaining any such modification. DIR Final Confidential and any DIR Customer may request, Proprietary Information of IBM and Service Provider shall provide, copies of all extensions, renewals, terminations and modifications proposed and/or entered into by Service Provider hereunder.Xxxxxxxx