Common use of Transition of Registry upon Termination of Agreement Clause in Contracts

Transition of Registry upon Termination of Agreement. Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, ▇▇▇▇▇ shall provide cxDA or any successor registry operator that may be designated by cxDA for the TLD in accordance with this Section 4.5 with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by cxDA or a successor registry operator . After consultation with ▇▇▇▇▇ , cxDA shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process; provided, however, that ▇▇▇▇▇ demonstrates to cxDA’s reasonable satisfaction that (A) all domain name registrations in the TLD are registered to, and maintained by, ▇▇▇▇▇ or its Affiliates for their exclusive use, (B) ▇▇▇▇▇ does not sell, distribute or transfer control or use of any registrations in the TLD to any third party that is not an Affiliate of ▇▇▇▇▇ , and (C) transitioning operation of the TLD is not necessary to protect the public interest, then cxDA may not transition operation of the TLD to a successor registry operator upon the expiration or termination of this Agreement without the consent of ▇▇▇▇▇ (which shall not be unreasonably withheld, conditioned or delayed). ▇▇▇▇▇ agrees that cxDA may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5.

Transition of Registry upon Termination of Agreement. Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, ▇▇▇▇▇ shall provide cxDA or any in connection with ICANN’s designation of a successor registry operator that may be designated by cxDA for the TLD, Registry Operator and ICANN agree to consult each other and work cooperatively to facilitate and implement the transition of the TLD in accordance with this Section 4.5 with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by cxDA or a successor registry operator 4.5. After consultation with ▇▇▇▇▇ Registry Operator, cxDA ICANN shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process; provided, however, that ▇▇▇▇▇ demonstrates . In the event ICANN determines to cxDA’s reasonable satisfaction that (A) all domain name registrations in the TLD are registered to, and maintained by, ▇▇▇▇▇ or its Affiliates for their exclusive use, (B) ▇▇▇▇▇ does not sell, distribute or transfer control or use of any registrations in the TLD to any third party that is not an Affiliate of ▇▇▇▇▇ , and (C) transitioning operation of the TLD is not necessary to protect the public interest, then cxDA may not transition operation of the TLD to a successor registry operator operator, upon the expiration or termination of this Agreement without the Registry Operator’s consent of ▇▇▇▇▇ (which shall not be unreasonably withheld, conditioned or delayed), Registry Operator shall provide ICANN or such successor registry operator for the TLD with any data regarding operations of the TLD necessary to maintain operations and registry functions that may be reasonably requested by ICANN or such successor registry operator in addition to data escrowed in accordance with Section 2.3 hereof. ▇▇▇▇▇ In the event that Registry Operator does not consent to provide such data, any registry data related to the TLD shall be returned to Registry Operator, unless otherwise agreed upon by the parties. Registry Operator agrees that cxDA ICANN may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5.”]

Transition of Registry upon Termination of Agreement. Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, ▇▇▇▇▇ Registry Operator shall provide cxDA ICANN or any successor registry operator that may be designated by cxDA ICANN for the TLD in accordance with this Section 4.5 with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by cxDA ICANN or a such successor registry operator operator. After consultation with ▇▇▇▇▇ Registry Operator, cxDA ICANN shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process; provided, however, that ▇▇▇▇▇ demonstrates to cxDA’s reasonable satisfaction that (A) if all domain name registrations sub-domains in the registry for the TLD are registered to, or licensed to and maintained by, ▇▇▇▇▇ used exclusively by Registry Operator or its individuals or entities that are Affiliates for their exclusive use, (B) ▇▇▇▇▇ does not sell, distribute or transfer control or use of any registrations in the TLD to any third party that is not an Affiliate of ▇▇▇▇▇ , and (C) transitioning operation of the TLD is not necessary to protect the public interestRegistry Operator, then cxDA ICANN may not transition operation of the TLD to a successor registry operator upon the expiration or termination of this Agreement without the consent of ▇▇▇▇▇ Registry Operator (which shall not be unreasonably withheld, conditioned or delayed). ▇▇▇▇▇ Registry Operator agrees that cxDA ICANN may make any changes it init deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5. In addition, ICANN or its designee shall retain and may enforce its rights under the Continued Operations Instrument and Alternative Instrument, as applicable, regardless of the reason for termination or expiration of this Agreement.