Common use of Divested Entities Clause in Contracts

Divested Entities. In the event that any Prudential Organization becomes a Divested Entity (as hereinafter defined), a copy of the terms and conditions of this Agreement along with any applicable Engagement Schedules hereto in whole or in part may be assigned and transferred without Vendor’s prior consent to the purchaser/transferee of the Divested Entity (the “Transferee”); provided Prudential shall remain obligated to perform all obligations of the Divested Entity under this Agreement unless Vendor has consented to the assignment or transfer and agreed to release Prudential from its obligations hereunder in writing. Vendor agrees not to unreasonably withhold or delay its consent. Thereafter, all rights and obligations of the Divested Entity under this Agreement and the relevant Engagement Schedules shall apply with full force and effect to the Transferee, and such Divested Entity, as of the effective date of the transfer, will have no additional liabilities or obligations thereunder. For purposes of this Agreement, a “Divested Entity” means any Prudential Organization that is sold in whole or in part, is merged, or transfers substantially all of its assets, to or with an unaffiliated third party or parties.