Common use of Assignments and Mergers/Acquisitions Clause in Contracts

Assignments and Mergers/Acquisitions. Without the prior written consent of BA (which may be withheld by BA in its sole discretion), neither CTC nor any affiliate of CTC that becomes a party to this Amendment in accordance with the terms hereof (each of such affiliates, together with CTC, being a "CTC Company") shall assign any of its respective rights or obligations under any of the Resale Agreements or under this Amendment (or under any other resale agreement or related agreement, in the case of another entity that becomes a CTC Company), and shall not accept an assignment to it of any of the respective rights or obligations of another entity under a resale agreement or related agreement with BA. If a CTC Company merges with another entity or acquires another entity (or if the parent company of the CTC Companies is acquired by another entity), which other entity in any case, prior to such merger or acquisition, was not a party to a resale volume and term discount arrangement with BA, the applicable CTC Company may elect to count Qualified Business Lines being purchased by such other entity from BA as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall be eligible for the discounts available under this Amendment in accordance with the terms hereof); provided that upon BA's request, the CTC Company and/or such other entity (which shall then be deemed to be a CTC Company) shall first execute such documents as BA reasonably deems necessary to give effect to the terms of this Amendment, particularly to amend the terms and conditions of the applicable resale agreements of the other entity in a manner substantially identical to the terms and conditions of this Amendment; provided further that BA may, at its discretion, cease counting Qualified Business Lines being purchased in respect of the acquired, acquiring or merged with CTC Company as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall cease being eligible for the discounts available under this Amendment and any such related documents) if any of the applicable CTC Companies (to include the other entity acquired, acquiring or to which merged) fails, within one hundred eighty (180) days of the effective date of such merger or acquisition, to exclusively utilize the same type of electronic interface (e.g., Web-GUI, EDI, etc.), to include, without limitation, the applicable version thereof, with BA on a State by State basis (to include the District of Columbia), as the type of such electronic interface (to include, without limitation, the applicable version thereof) used by the other CTC Companies for such jurisdiction; the foregoing shall also apply in the case of a CTC Company ceasing to utilize the same such type of electronic interface (to include, without limiation, the applicable version thereof). If a CTC Company merges with another entity or acquires another entity (or if the parent company of the CTC Companies is acquired by another entity), which other entity in any case, prior to such merger or acquisition, was a party to a resale volume and term discount arrangement with BA , the CTC Company and/or such other entity, as applicable, shall be responsible for fulfilling their respective obligations to BA under both this Amendment and such other resale volume and term discount arrangement.

Assignments and Mergers/Acquisitions. Without the prior written consent of BA (which may be withheld by BA in its sole discretion), neither CTC nor any affiliate of CTC that becomes a party to this Amendment in accordance with the terms hereof (each of such affiliates, together with CTC, being a "“CTC Company"”) shall assign any of its respective rights or obligations under any of the Resale Agreements or under this Amendment (or under any other resale agreement or related agreement, in the case of another entity that becomes a CTC Company), and shall not accept an assignment to it of any of the respective rights or obligations of another entity under a resale agreement or related agreement with BA. If a CTC Company merges with another entity or acquires another entity (or if the parent company of the CTC Companies is acquired by another entity), which other entity in any case, prior to such merger or acquisition, was not a party to a resale volume and term discount arrangement with BA, the applicable CTC Company may elect to count Qualified Business Lines being purchased by such other entity from BA as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall be eligible for the discounts available under this Amendment in accordance with the terms hereof); provided that upon BA's ’s request, the CTC Company and/or such other entity (which shall then be deemed to be a CTC Company) shall first execute such documents as BA reasonably deems necessary to give effect to the terms of this Amendment, particularly to amend the terms and conditions of the applicable resale agreements of the other entity in a manner substantially identical to the terms and conditions of this Amendment; provided further that BA may, at its discretion, cease counting Qualified Business Lines being purchased in respect of the acquired, acquiring or merged with CTC Company as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall cease being eligible for the discounts available under this Amendment and any such related documents) if any of the applicable CTC Companies (to include the other entity acquired, acquiring or to which merged) fails, within one hundred eighty (180) days of the effective date of such merger or acquisition, to exclusively utilize the same type of electronic interface (e.g., Web-GUI, EDI, etc.), to include, without limitation, the applicable version thereof, with BA on a State by State basis (to include the District of Columbia), as the type of such electronic interface (to include, without limitation, the applicable version thereof) used by the other CTC Companies for such jurisdiction; the foregoing shall also apply in the case of a CTC Company ceasing to utilize the same such type of electronic interface (to include, without limiation, the applicable version thereof). If a CTC Company merges with another entity or acquires another entity (or if the parent company of the CTC Companies is acquired by another entity), which other entity in any case, prior to such merger or acquisition, was a party to a resale volume and term discount arrangement with BA , the CTC Company and/or such other entity, as applicable, shall be responsible for fulfilling their respective obligations to BA under both this Amendment and such other resale volume and term discount arrangement.

Assignments and Mergers/Acquisitions. Without the prior written consent of BA (which may be withheld by BA in its sole discretion), neither CTC nor any affiliate of CTC that becomes a party to this Amendment in accordance with the terms hereof (each of such affiliates, together with CTC, being a "CTC Company") Reseller Company shall not assign any of its respective rights or obligations under any of the Resale Agreements or under this Amendment (or under any other resale agreement or related agreement, in the case of another entity that becomes a CTC Reseller Company), and shall not accept an assignment to it of any of the respective rights or obligations of another entity under a resale agreement or related agreement with BA. If a CTC Reseller Company merges with another entity or acquires another entity (or if the parent company of the CTC Reseller Companies (currently Reseller Holdings) is acquired by another entity), which other entity in any case, prior to such merger or acquisition, was not a party to a resale volume and term discount arrangement with BA, the applicable CTC Reseller Company may elect to count Qualified Business Lines being purchased by such other entity from BA as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall be eligible for the discounts available under this Amendment in accordance with the terms hereof); provided that upon BA's request, the CTC Reseller Company and/or such other entity (which shall then be deemed to be a CTC Reseller Company) shall first execute such documents as BA reasonably deems necessary to give effect to the terms of this Amendment, particularly to amend the terms and conditions of the applicable resale agreements of the other entity in a manner substantially identical to the terms and conditions of this Amendment; provided further that BA may, at its discretion, cease counting Qualified Business Lines being purchased in respect of the acquired, acquiring or merged with CTC Reseller Company as Qualified Business Lines hereunder for purposes of the Annual Volume Commitment Determination (and such lines shall cease being eligible for the discounts available under this Amendment and any such related documents) if any of the applicable CTC Reseller Companies (to include the other entity acquired, acquiring or to which merged) fails, within one hundred eighty (180) days of the effective date of such merger or acquisition, to exclusively utilize the same type of electronic interface (e.g., Web-GUI, EDI, etc.), to include, without limitation, the applicable version thereof, with BA on a State by State basis (to include the District of Columbia), as the type of such electronic interface (to include, without limitation, the applicable version thereof) used by the other CTC Reseller Companies for such jurisdiction; the foregoing shall also apply in the case of a CTC Company Reseller Inc., Reseller LLC or Reseller Holdings ceasing to utilize the same such type of electronic interface (to include, without limiationlimitation, the applicable version thereof)) with BA on a State by State basis. If a CTC Reseller Company merges with another entity or acquires another entity (or if the parent company of the CTC Reseller Companies (currently Reseller Holdings) is acquired by another entity), which other entity in any case, prior to such merger or acquisition, was a party to a resale volume and term discount arrangement with BA BA, the CTC Reseller Company and/or such other entity, as applicable, shall be responsible for fulfilling their respective obligations to BA under both this Amendment and such other resale volume and term discount arrangement.