Common use of Sole Discretion of IAC Clause in Contracts

Sole Discretion of IAC. Notwithstanding any other provision of this Agreement, until the occurrence of the applicable Relevant Time, IAC shall have the sole and absolute discretion: (a) to determine whether to proceed with all or any part of the Separation, including any Separation Transaction, or any or all of the Distributions, and to determine the timing of and any and all conditions to the completion of the Separation and the Distributions or any part thereof or of any other transaction contemplated by this Agreement; and (b) to amend or otherwise change, delete or supplement, from time to time, any term or element of the Separation, including any Separation Transaction, or any or all of the Distributions or any other transaction contemplated by this Agreement.

Sole Discretion of IAC. Notwithstanding any other provision of this Agreement, until the occurrence of the applicable Relevant Effective Time, IAC shall have the sole and absolute discretion: (a) to determine whether to proceed with all or any part of the Separation, including any Separation Transaction, or any or all of the DistributionsReclassification, and to determine the timing of and any and all conditions to the completion of the Separation and the Distributions Reclassification or any part thereof or of any other transaction contemplated by this Agreement; and (b) to amend or otherwise change, delete or supplement, from time to time, any term or element of the Separation, including any Separation Transaction, or any or all of the Distributions Reclassification or any other transaction contemplated by this Agreement.