THIS AGREEMENT AND THE PSA(S), WITH
SUCH CHANGES THEREIN AS THE PARTIES MAY AGREE UPON.
PROVIDER SHALL CHARGE FOR
THE CONTINUING PERFORMANCE AND DELIVERY OF SUCH SERVICES BASED ON THE
THEN-EXISTING CHARGING METHODOLOGIES AND MAY CHARGE CUSTOMER OR THE ACQUIRING
ENTITY FOR THE REASONABLE IMPLEMENTATION AND SET-UP FEES RELATING TO THE
EXTENSION OF THE SERVICES TO SUCH ENTITY APPROVED IN WRITING IN ADVANCE.
PROVIDER AND THE ACQUIRING ENTITY WILL NEGOTIATE IN GOOD FAITH FOR UP TO ONE
HUNDRED TWENTY (120) DAYS FOLLOWING THE DIVESTITURE TO AGREE UPON ALTERNATIVE
TERMS AND CONDITIONS THAT WILL APPLY TO THE PROVISION OF THE SERVICES TO SUCH
ENTITY BY PROVIDER.
IF THEY ARE UNABLE TO SO AGREE, AT THE REQUEST OF THE
ACQUIRING ENTITY, PROVIDER SHALL BE REQUIRED TO PROVIDE THE SERVICES TO SUCH
ACQUIRING ENTITY UNTIL THE EARLIER OF (I) THE LAST DAY OF THE TWELFTH (12TH)
MONTH FOLLOWING SUCH 120-DAY NEGOTIATION PERIOD AND (II) THE TERMINATION DATE OF
THIS AGREEMENT AND RELATED PSAS, PROVIDED, THAT IF SUCH TERMINATION DATE IS TO
OCCUR LATER THAN TWELVE (12) MONTHS FOLLOWING THE END OF SUCH 120-DAY PERIOD AND
PROVIDER IS REQUESTED TO PROVIDE SUCH SERVICES FOR LESS THAN TWELVE (12) MONTHS
FOLLOWING THE END OF SUCH PERIOD, SUCH ACQUIRING ENTITY OR CUSTOMER SHALL BEAR
ALL COSTS ACTUALLY INCURRED BY PROVIDER AS A RESULT OF SUCH REDUCTION IN VOLUME,
PROVIDED, FURTHER, THAT PROVIDER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
MITIGATE SUCH COSTS.
SUCH SERVICES SHALL BE PROVIDED BY PROVIDER REGARDLESS OF
WHETHER THE ACQUIRING ENTITY IS A COMPETITOR OF THE GE GROUP. PROVIDER SHALL
PROVIDE SERVICES TRANSFER ASSISTANCE AS REASONABLY REQUESTED BY THE ACQUIROR,
SOLELY AT THE ACQUIROR'S COST, FOR THE PERIOD DURING WHICH PROVIDER IS REQUIRED
TO PROVIDE SERVICES TO SUCH ACQUIROR.
1.6
PROVIDER DIVESTITURES.
IF PROVIDER
EXECUTES A DEFINITIVE AGREEMENT TO DIVEST ANY OR PART OF ANY BUSINESS OPERATION
RELATING TO THE SERVICES PROVIDED TO CUSTOMER OTHER THAN THE CUSTOMER INDIA
OPERATIONS OPERATING ON A STAND-ALONE BASIS (SPECIFICALLY, THE OPERATIONS
RESPONSIBLE FOR PROVIDING CORE SERVICES EXCLUSIVELY RELATING TO LONG TERM CARE,
LIFE INSURANCE, GROUP INSURANCE, ANNUITIES, RETIREMENT PLANS AND MORTGAGE
INSURANCE TO CUSTOMER, BUT EXCLUDING, INTER ALIA, ACCOUNTING, HELP DESK,
SOFTWARE SOLUTIONS, E-LEARNING AND OTHER KNOWLEDGE-BASED OPERATIONS,
COLLECTIVELY, THE "GENWORTH STAND-ALONE OPERATIONS") (A "PROVIDER DIVESTITURE"),
PROVIDER WILL PROVIDE NO LESS THAN THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF THE
EXPECTED CLOSING DATE OF THE PROVIDER DIVESTITURE TO CUSTOMER, WHICH NOTICE WILL
INCLUDE THE IDENTITY OF THE ACQUIROR AND ANY AFFILIATE WHICH WOULD PROVIDE
SERVICES TO CUSTOMER AND A DESCRIPTION OF THE MATERIAL TERMS OF THE TRANSACTION
APPLICABLE TO THE SERVICES BEING TRANSFERRED TO THE ACQUIROR.
PROVIDER WILL
PROVIDE CUSTOMER WITH SUCH FURTHER
3
INFORMATION REGARDING THE DIVESTITURE AND THE ACQUIROR AS CUSTOMER MAY
REASONABLY REQUEST.
CUSTOMER MAY TAKE NO ACTION WITH RESPECT TO THE PROPOSED
PROVIDER DIVESTITURE (IN WHICH CASE THE PROVIDER DIVESTITURE MAY PROCEED WITHOUT
CUSTOMER'S CONSENT) OR, WITHIN THIRTY (30) DAYS OF RECEIPT OF SUCH NOTICE FROM
PROVIDER, CUSTOMER MAY AT ITS OPTION (I) EXERCISE THE CARVE-OUT OPTION (AS MORE
FULLY DESCRIBED