MEMBERS OR SENIOR ALLIANCE EXECUTIVE ARE UNWILLING OR
CONSISTENTLY UNAVAILABLE TO ENGAGE IN SUCH DISCUSSIONS); AND
(B)
EITHER PARTY (THE "TERMINATING PARTY") SHALL BE ENTITLED TO TERMINATE ALL
OF THE BASE ALLIANCE AGREEMENTS AT ANY TIME UPON DELIVERY TO THE OTHER PARTY
(THE "DEFAULTING PARTY") OF A TERMINATION NOTICE, WHICH TERMINATION SHALL BE
EFFECTIVE UPON SUCH DELIVERY, IN THE EVENT THAT:
(I) THE DEFAULTING PARTY IS IN MATERIAL BREACH OF ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER ALLIANCE AGREEMENT AND THE NATURE OF SUCH BREACH IS SUCH
THAT IT IS NOT CAPABLE OF BEING REMEDIED OR, IF SUCH BREACH IS CAPABLE OF BEING
REMEDIED, THE DEFAULTING PARTY FAILS TO REMEDY SUCH BREACH TO THE REASONABLE
SATISFACTION OF THE TERMINATING PARTY WITHIN AN AMOUNT OF TIME DESIGNATED BY THE
TERMINATING PARTY IN A WRITTEN NOTICE FROM THE TERMINATING PARTY SPECIFYING THE
BREACH AND REQUESTING REMEDY OF SUCH BREACH WITHIN A REASONABLY DESIGNATED
AMOUNT OF TIME (BUT IN NO EVENT FEWER THAN 60 DAYS, UNLESS MUTUALLY AGREED
OTHERWISE) THAT, IN THE GOOD FAITH OPINION OF THE TERMINATING PARTY, IS
REASONABLE ON THE BASIS AND IN THE CONTEXT OF THE NATURE OF SUCH BREACH;
(II) THE DEFAULTING PARTY CONSISTENTLY BREACHES THIS AGREEMENT OR ANY OTHER
ALLIANCE AGREEMENT TO AN EXTENT WHICH IN THE AGGREGATE AMOUNTS TO A MATERIAL
BREACH THAT IS UNABLE TO BE REMEDIED; OR
(III) BANKRUPTCY OCCURS IN RESPECT OF THE DEFAULTING PARTY;
PROVIDED THAT A TERMINATING PARTY MAY ONLY PROVIDE A NOTICE OF BREACH OR A
TERMINATION NOTICE PURSUANT TO CLAUSE (I) OR (II) OF THIS SECTION 8.02(B) AFTER
EACH OF THE AMC AND THE SENIOR ALLIANCE EXECUTIVES HAVE ENGAGED IN DISCUSSIONS
WITH RESPECT TO ANY SUCH MATERIAL BREACH (UNLESS THE DEFAULTING PARTY'S AMC
MEMBERS OR SENIOR ALLIANCE EXECUTIVE ARE UNWILLING OR CONSISTENTLY UNAVAILABLE
TO ENGAGE IN SUCH DISCUSSIONS).
SECTION 8.03.
TERMINATION NOTICE.
ANY NOTICE OF TERMINATION (A "TERMINATION
NOTICE") SHALL SPECIFY THE FOLLOWING IN REASONABLE DETAIL:
(A)
THE TERMINATING PARTY'S BASIS FOR SUCH TERMINATION;
(B)
THE EFFECTIVE DATE OF TERMINATION; AND
26
ACI WORLDWIDE, INC. HAS REQUESTED THAT
THE PORTIONS OF THIS DOCUMENT DENOTED
BY BOXES AND ASTERISKS BE ACCORDED
CONFIDENTIAL TREATMENT PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
(C)
[_*_]
SECTION 8.04.
EFFECT OF TERMINATION.
AT THE TIME THAT TERMINATION OF THE BASE
ALLIANCE AGREEMENTS IN ACCORDANCE WITH SECTION 8.01 OR SECTION 8.02 IS
EFFECTIVE, (X) EXCEPT AS EXPRESSLY PROVIDED BELOW OR IN ANY BASE ALLIANCE
AGREEMENT, ALL OF THE OBLIGATIONS OF THE PARTIES UNDER THE BASE ALLIANCE
AGREEMENTS SHALL TERMINATE AND CEASE TO BE OF FURTHER FORCE OR EFFECT AND
(Y) [_*_].
ANY SUCH TERMINATION SHALL NOT RELEASE EITHER PARTY FROM ANY
LIABILITY THAT HAS ALREADY ACCRUED AS OF THE EFFECTIVE DATE OF SUCH
TERMINATION
AND SHALL NOT CONSTITUTE A WAIVER OR RELEASE OF, OR OTHERWISE BE DEEMED TO
PREJUDICE OR ADVERSELY AFFECT, ANY RIGHTS, REMEDIES OR CLAIMS WHICH A PARTY MAY
HAVE HEREUNDER, AT LAW, EQUITY OR OTHERWISE OR WHICH MAY ARISE OUT OF OR IN
CONNECTION WITH SUCH