Common use of Certain Termination and Amendment Rights Clause in Contracts

Certain Termination and Amendment Rights. This Agreement (including ARTICLE VII hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution Date by and in the sole discretion of Parent without the approval of Spinco or the stockholders of Parent. In the event of such termination, no Party shall have any Liability of any kind to any other Party or any other Person. After the Distribution Date, this Agreement may not be terminated except by an agreement in writing signed by Parent and Spinco. Notwithstanding the foregoing, ARTICLE VII shall not be terminated or amended after the Effective Time in a manner adverse to the third party beneficiaries thereof without the Consent of any such Person.

Certain Termination and Amendment Rights. This Agreement (including ARTICLE Article VII hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution Date Effective Time by and in the sole discretion of Parent RemainCo without the approval of Spinco SpinCo or the stockholders of ParentRemainCo. In the event of such termination, no Party shall have any Liability liability of any kind to any the other Party or any other Person. After the Distribution DateEffective Time, this Agreement may not be terminated except by an agreement in writing signed by Parent and Spincoeach of the Parties. Notwithstanding the foregoing, ARTICLE Article VII shall not be terminated or amended after the Effective Time in a manner adverse to the third party beneficiaries thereof without the Consent of any such Person.

Certain Termination and Amendment Rights. This Agreement (including ARTICLE Article VII hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution Date by and in the sole discretion of Parent RemainCo without the approval of Spinco SpinCo or the stockholders of ParentRemainCo. In the event of such termination, no Party shall have any Liability liability of any kind to any the other Party or any other Person. After the Distribution DateEffective Time, this Agreement may not be terminated except by an agreement in writing signed by Parent and Spincoeach of the Parties. Notwithstanding the foregoing, ARTICLE Article VII shall not be terminated or amended after the Effective Time in a manner adverse to the third party beneficiaries thereof without the Consent of any such Person.