Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) or the Entity that Controls Supplier (if any), where such control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) are acquired by any entity, or Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) is merged with or into another entity to form a new entity, then at any time within 12 months after the last to occur of such events, Kraft may at its option terminate the Term by giving Supplier at least 90 days’ prior notice and designating a date upon which such termination shall be effective; provided, however, if such change in Control of Supplier involves a [ * * * ], Kraft may terminate the Term by giving Supplier at least 60 days’ prior notice, and such [ * * * ] shall be prohibited from any contact with Kraft Data, Kraft Proprietary Information and any and all other information about the Kraft account, including discussions with Supplier Personnel regarding specifics relating to the Services. Supplier shall be entitled to [ * * * ], calculated in accordance with the applicable Supplement, in connection with a termination on this basis.
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing Services under this Agreement) or the Entity that Controls Supplier (if any), where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) are acquired by any entity (other than a wholly owned subsidiary of Supplier, and in the case of such a subsidiary, subject to Section 21.1(b)(i)), or Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) is merged with or into another entity (other than a wholly owned subsidiary of Supplier, and in the case of such a subsidiary, subject to Section 21.1(b)(i)) to form a new entity, then at any time within six (6) months after the last to occur of such events, ABM may at its option terminate the Term by giving Supplier at least ninety (90) days prior notice and designating a date upon which such termination shall be effective; provided, however, if such change in Control of Supplier involves a Direct ABM Competitor, ABM may terminate the Term by giving Supplier at least ten (10) days prior notice, and such Direct ABM Competitor (excluding Supplier Personnel) shall be prohibited from any contact with ABM Data, ABM Proprietary Information and any and all other information about the ABM account, including discussions with Supplier Personnel regarding specifics relating to the Services. If ABM elects to terminate on this basis, ABM shall pay a Termination Charge calculated in accordance with Schedule N equal to Wind Down Charges and 50% of the applicable Termination Fee.
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement), where such control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) are acquired, or Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) is merged with or into another entity to form a new entity, in each such case where such Control is acquired by an Entity that was not an Affiliate of Supplier immediately prior to and independent of such transaction or series of related transactions, then at any time within [**] months after the last to occur of such events, Triad may at its option terminate the Term by giving Supplier at least [**] days prior notice (or in the case where such Control has been acquired other than by a Specified Acquirer (as defined below), at least [**] years prior notice) and designating a date upon which such termination shall be effective; [**]. If Triad terminates the Term under this Section 20.3, Triad shall pay to Supplier the applicable Termination Charge calculated in accordance with Schedule N. For purposes hereof, a “Specified Acquirer” means [**]. From time to time, Supplier may request in writing (an “Advance Approval Request”) that Triad determine that it will not exercise its termination right under this Section 20.3 with respect to a proposed transaction covered by this Section 20.3 in which Control of Supplier may be acquired by a Specified Acquirer identified in such Advance Approval Request (a “Specified Transaction”). Any Advance Approval Request submitted to Triad will be accompanied by (i) a statement that Supplier is considering a proposed Specified Transaction, and (ii) an identification of the Specified Acquirer with which Supplier proposes to consummate such proposed Specified Transaction. If requested by Triad, Supplier shall afford Triad an opportunity, prior to making any determination, to meet and discuss with senior management of Supplier any factors reasonably relevant to such Advance Approval Request, and Supplier shall provide Triad with such information respecting the designated Specified Acquirer, as it may request. If requested by Supplier within ten (10) business days after delivery of a...
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material of the Services under this Agreement) or the Entity that Controls Supplier (if any), where such control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material of the Services under this Agreement) are acquired by any entity, or Supplier (or that portion of Supplier providing all or any material of the Services under this Agreement) is merged with or into another entity to form a new entity, then at any time within twelve (12) months after the last to occur of such events, Hercules may at its option terminate the Term by giving Supplier at least ninety (90) days prior notice and designating a date upon which such termination shall be effective; provided, however, if such change in Control of Supplier involves a Direct Hercules Competitor, Hercules may terminate the Term by giving Supplier at least ten (10) days prior notice, and such Direct Hercules Competitor shall be prohibited from any contact with Hercules Data, Hercules Confidential Information and any and all other information about the Hercules account, including discussions with Supplier Personnel regarding specifics relating to the Services. Supplier shall not be entitled to any Termination Charges in connection with a termination on this basis.
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the ASP Services under this ASP Agreement) or the Entity that Controls Supplier (if any), where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the ASP Services under this ASP Agreement) are acquired by any entity, or Supplier (or that portion of Supplier providing all or any
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) or the Entity that Controls Supplier (if any), where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) are acquired by any entity (other than a wholly owned Affiliate of Supplier, subject to Section 21.1(b)(i), as part of a corporate reorganization, and not as part of a merger or acquisition), or Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) is merged with or into another entity (other than a wholly owned Affiliate of Supplier, subject to Section 21.1(b)(i), as part of a corporate reorganization, and not as part of a merger or acquisition), to form a new entity, then at any time within six (6) months after the last to occur of such events, Allianz may at its option terminate this Agreement and any Subscription Agreements, Service Descriptions or Statements of Work by giving Supplier at least ninety (90) days prior notice and designating a date upon which such termination shall be effective; provided, however, if such change in Control of Supplier involves a Direct Allianz Competitor, Allianz may terminate the Agreement and any Service Descriptions or Statements of Work by giving Supplier at least thirty (30) days prior notice, and such Direct Allianz Competitor shall be prohibited from any contact with Allianz Data, Allianz Confidential Information and any and all other information about the Allianz account, including discussions with Supplier Personnel regarding specifics relating to the Services. Supplier shall not be entitled to any Termination Charges in connection with a termination on this basis.
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) or the Entity that Controls Supplier (if any), where such control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) are acquired by any Entity, or Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) is merged with or into another Entity to form a new Entity, then at any time within twelve (12) months after the last to occur of such events, New Century may at its option terminate the Term by giving Supplier at least ninety (90) days prior notice and designating a date upon which such termination shall be effective; provided, however, if such change in Control of Supplier involves a Direct New Century Competitor, New Century may terminate the Term by giving Supplier at least ten (10) days prior notice, and such Direct New Century Competitor shall be prohibited from any contact with New Century Data, New Century Confidential Information and any and all other information about the New Century account, including discussions with Supplier Personnel regarding specifics relating to the Services. If New Century terminates on this basis, New Century shall pay to Supplier a Reduced Termination Charge calculated in accordance with Attachment 4-E.
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (***) or the Entity that Controls Supplier (if any), where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (***) are acquired by any entity, or Supplier (***) is merged with or into another entity to form a new entity, in each such case where such Control is acquired by an Entity that was not an Affiliate of Supplier immediately prior to and independent of such transaction or series of related transactions and provided that CoreLogic has concerns that are reasonable and made in good faith (in the context of the nature and magnitude of the decision contemplated by this Section 20.3) pertaining to the successor Entity’s reputation in the market, ability to provide the Services in accordance with the provisions of this Agreement and the Supplement (including ***), *** and/or ***, or other *** and ***, then at any time within *** (***) *** after the last to occur of such events, CoreLogic may at its option terminate this Agreement by giving Supplier at least *** (***) *** prior notice and designating a date upon which such termination shall be effective; provided, however, if such change in Control of Supplier involves a Direct CoreLogic Competitor, CoreLogic may terminate this Agreement by giving Supplier at least *** (***) *** prior notice, and such Direct CoreLogic Competitor shall be prohibited from any contact with CoreLogic Data, CoreLogic Confidential Information and any and all other information about the CoreLogic account, including discussions with Supplier Personnel regarding specifics relating to the Services. Supplier shall be entitled to Termination Charges in connection with such a termination to the extent provided in, and in accordance with, Schedule 13.
Termination Upon Supplier Change of Control. In the event of a change of control of the Custodian, either by acquisition or merger, the Company may, in its sole discretion, ninety (90) days’ notice, terminate without penalty the Custody Agreement and the Related Agreements.” Except to the extent amended hereby, the Custody Agreement and the Related Agreements shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects as amended hereby. This Addendum shall become effective as of October 1, 2006.
Termination Upon Supplier Change of Control. In the event of a change in Control of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) or the Entity that Controls Supplier (if any), where such Control is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) are acquired by any entity, or Supplier (or that portion of Supplier providing all or any material portion of the Services under this Agreement) is merged with or into another entity to form a new entity and such change in Control of Supplier involves a Direct Ascension Health Competitor, Ascension Health may terminate this Agreement by giving Supplier at least ten (10) days prior notice, and such Direct Ascension Health Competitor shall be prohibited from any contact with Ascension Health Data, Ascension Health Confidential Information and any and all other information about the Ascension Health account, including discussions with Supplier Personnel regarding specifics relating to the Services. ASCENSION HEALTH CONFIDENTIAL MPSA Page 69
