SUCH
USAGE AT THE THEN-CURRENT APPLICABLE CHARGES AND IN THE MANNER SET FORTH IN THE
AGREEMENT AND/OR APPLICABLE PSAS.
IF THE SERVICES TRANSFER ASSISTANCE REQUIRES
PROVIDER TO INCUR COSTS THAT PROVIDER WOULD NOT OTHERWISE INCUR IN THE
PERFORMANCE OF THE SERVICES UNDER THE AGREEMENT AND APPLICABLE PSAS, THEN
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PROVIDER shall notify CUSTOMER of the identity and scope of the activities
requiring that PROVIDER incur such costs and the projected amount of the charges
that will be payable by CUSTOMER for the performance of such assistance.
Upon
CUSTOMER's prior authorization, PROVIDER shall perform the assistance and
invoice CUSTOMER for such charges.
CUSTOMER shall bear all costs agreed in
advance between the parties and incurred by PROVIDER on account of
transition/migration of services/processes from PROVIDER to CUSTOMER or its
designee.
9.2
CARVE-OUT OPTION.
AT ANY TIME DURING THE TERM OF THIS AGREEMENT
AND PRIOR TO THE VOLUME REDUCTION DATE, PROVIDER AGREES THAT CUSTOMER OR ITS
DESIGNEE SHALL HAVE THE RIGHT, UPON THE OCCURRENCE OF ANY ONE OF THE CARVE-OUT
CONDITIONS AND TO THE EXTENT PERMISSIBLE UNDER (I) APPLICABLE LAW OR (II) ANY
EXISTING CONTRACTUAL OBLIGATION OF PROVIDER, TO REQUIRE PROVIDER TO TRANSFER TO
CUSTOMER THE CARVE-OUT RESOURCES USED BY PROVIDER TO PROVIDE OR SUPPORT THE
PROVISION OF THE SERVICES AS DESCRIBED IN EXHIBIT H HEREOF (THE "CARVE-OUT
OPTION").
10.0
ASSIGNMENT AND SUBCONTRACTING.
10.1
PROVIDER ASSIGNMENT.
WITHOUT THE PRIOR WRITTEN CONSENT OF
CUSTOMER, PROVIDER SHALL NOT VOLUNTARILY, INVOLUNTARILY OR BY OPERATION OF LAW,
ASSIGN OR OTHERWISE TRANSFER THIS AGREEMENT, ANY RELATED PSA OR ANY OF
PROVIDER'S RIGHTS HEREUNDER OR THEREUNDER, EXCEPT AS PERMITTED UNDER SECTION 1.6
HEREOF.
ANY ASSIGNMENT OR TRANSFER WITHOUT CUSTOMER'S WRITTEN CONSENT, EXCEPT
AS PERMITTED UNDER SECTION 1.6 HEREOF, SHALL BE NULL AND VOID AND AT THE OPTION
OF CUSTOMER SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, PROVIDER SHALL HAVE THE RIGHT TO
ASSIGN THIS AGREEMENT OR ANY PSA, IN WHOLE OR IN PART, TO ANY AFFILIATE OF
PROVIDER UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO CUSTOMER AND SUBJECT TO
RECEIPT BY CUSTOMER OF ALL REGULATORY APPROVALS.
FOLLOWING ANY SUCH ASSIGNMENT
TO AN AFFILIATE OF PROVIDER, PROVIDER SHALL REMAIN LIABLE FOR THE PERFORMANCE OF
ALL OF PROVIDER'S OBLIGATIONS UNDER THIS AGREEMENT AND EACH PSA.
THIS AGREEMENT
AND ALL OF THE TERMS AND PROVISIONS HEREOF WILL BE BINDING UPON, AND WILL INURE
TO THE BENEFIT OF PROVIDER'S SUCCESSORS AND PERMITTED ASSIGNS.
10.2
SUBCONTRACTING.
PROVIDER SHALL NOT ENTER INTO SUBCONTRACTS FOR THE
PERFORMANCE OF THE SERVICES WITHOUT THE PRIOR WRITTEN CONSENT OF CUSTOMER.
IN
THE EVENT A SUBCONTRACT IS PROPOSED BY PROVIDER, PROVIDER SHALL FURNISH SUCH
INFORMATION AS REASONABLY REQUESTED BY CUSTOMER TO ENABLE CUSTOMER TO ASCERTAIN
TO ITS SATISFACTION THAT SUCH PROPOSED SUBCONTRACTOR OF PROVIDER IS ABLE TO MEET
CUSTOMER'S QUALITY STANDARDS AND COMPLY WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
NOTWITHSTANDING CUSTOMER'S CONSENT TO ANY SUBCONTRACT, PROVIDER
SHALL REMAIN LIABLE FOR THE PERFORMANCE OF ALL OF PROVIDER'S OBLIGATIONS UNDER
THIS AGREEMENT AND EACH PSA.
CUSTOMER SHALL NOT BE OBLIGATED