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9.0—MERGERS,ACQUISITIONS, OR <br /> DIVESTITURES <br /> If Customer is a commercial entity, Customer will <br /> notify Esri in writing in the event of(i) a <br /> consolidation, merger, or reorganization of Customer <br /> with or into another corporation or entity; <br /> (ii) Customer's acquisition of another entity; or(iii)a <br /> transfer or sale of all or part of Customer's <br /> organization (subsections i, ii, and iii, collectively <br /> referred to as "Ownership Change"). There will be <br /> no decrease in Fee as a result of any Ownership <br /> Change. <br /> 9.1 If an Ownership Change increases the <br /> cumulative program count beyond the maximum <br /> level for this Agreement, Esri reserves the right <br /> to increase the Fee or terminate this Agreement <br /> and the parties will negotiate a new agreement. <br /> 9.2 If an Ownership Change results in transfer or <br /> sale of a portion of Customer's organization, that <br /> portion of Customer's organization will transfer <br /> the Products to Customer or uninstall, remove, <br /> and destroy all copies of the Products. <br /> 9.3 This Agreement may not be assigned to a <br /> successor entity as a result of an Ownership <br /> Change unless approved by Esri in writing in <br /> advance. If the assignment to the new entity is <br /> not approved, Customer will require any <br /> successor entity to uninstall, remove, and <br /> destroy the Products. This Agreement will <br /> terminate upon such Ownership Change. <br /> Page 6 of 6 January 3,2023 <br />