definiens: ( as such term is defined below ), Provider shall notify Customer thereof no later than ten ( 10 ) days after the Change of Control takes place, 22.6.1 Following the first such notice of a Change of Controll if ( a ) immediately prior to the Change of Control, the Parties were no longer under the common control of the same parent company, and ( b ) following the Change of Control, Provider is materially less financially sound, has materially less resources, willingness or capability to provide the Services, or is controlled by a Competitor, then for a period of six ( 6 ) months from the date of notice, Customer shall have the right to terminate this Agreement upon thirty ( 30 ) days ' written notice but without liability ( except as otherwise provided herein ) to Provider, unless Customer received notice of the proposed Change of Control at least ninety ( 90 ) days prior to its consummation and consented in writing thereto within thirty ( 30 ) days of its receipt thereof . In the event Provider provides such prior notice of a proposed Change of Control to Customer, Customer may grant, withhold or condition its consent in its sole and absolute discretion within said 30 ~ day period . Provider prefers that Customer communicate its deciSion in writing to Provider and Customer shall attempt in good faith to accommodate such preferencel but failure by Customer to provide Its written consent within said 30 - day period shall be deemed to be a deciSion by Customer to withhold its consent