described in Section 9.2 hereof) only with respect to the Carve-Out
Resources relating to such Services which are being or have been divested to the
acquiring entity at a purchase price equal to the lesser of book value or the
value of the divested operations relating to CUSTOMER implied by the
consideration to be paid by the acquiror and/or (ii) terminate the PSAs affected
by the PROVIDER Divestiture and require PROVIDER and/or the acquiror to provide
Services Transfer Assistance for a period not exceeding fourteen (14) months
from the date of receipt of notice by PROVIDER from CUSTOMER.
Notwithstanding
any other provision of this Agreement, PROVIDER shall be responsible for all
transition costs incurred by CUSTOMER relating to its exercise of the Carve-Out
Option or its termination of the PSAs and transition of the Services in-house or
to a new PROVIDER.
Any transfer of the PSAs pursuant to this paragraph shall be
subject to the receipt by CUSTOMER of all necessary regulatory approvals.
For
the avoidance of doubt, any transfer by PROVIDER of the Genworth Stand-Alone
Operations shall be subject to the limitations described under Section 10.0
hereof.
1.7
NEW SERVICES.
FROM TIME TO TIME, CUSTOMER MAY REQUEST THAT
PROVIDER FURNISH ADDITIONAL SERVICES TO CUSTOMER THAT ARE NOT WITHIN THE SCOPE
OF THE SERVICES ("NEW SERVICES").
PROVIDER WILL DISCUSS WITH CUSTOMER SUCH
REQUEST AND THE RAMIFICATIONS OF SUCH ADDITIONAL SERVICES ON THE EXISTING
SERVICES, BUT WILL NOT BE OBLIGATED TO PROVIDE SUCH ADDITIONAL SERVICES.
SUCH
REQUESTS SHALL BE ADDRESSED THROUGH THE CHANGE CONTROL PROCEDURE DESCRIBED IN
SECTION 19.0 HEREOF.
CUSTOMER SHALL BEAR ALL COSTS AGREED IN ADVANCE BETWEEN
THE PARTIES AND INCURRED BY PROVIDER ON ACCOUNT OF TRANSITION OR MIGRATION OF
NEW SERVICES FROM CUSTOMER TO PROVIDER.
1.8
SERVICES NOT TO BE WITHHELD; PROVIDER RELIEF.
EXCEPT AS PROVIDED
IN SECTION 8.2 AND 21.1 HEREOF (IT BEING UNDERSTOOD THAT FORCE MAJEURE WILL NOT
RELIEVE PROVIDER OF ITS RESPONSIBILITY TO PROVIDE THE SERVICES SET FORTH IN THE
BCP/DRP PLANS), PROVIDER SHALL NOT VOLUNTARILY REFUSE TO PROVIDE ALL OR ANY
PORTION OF THE SERVICES IN VIOLATION OR BREACH OF THE TERMS OF THE AGREEMENT OR
ANY RELATED PSA.
PROVIDER SHALL BE RELIEVED FROM ITS OBLIGATION TO PERFORM ANY
SERVICES AND ITS OBLIGATIONS TO PAY ANY SERVICE CREDIT UNDER A PSA TO THE EXTENT
IT IS UNABLE TO PERFORM ANY SERVICES OR TO PERFORM IN ACCORDANCE WITH ANY
APPLICABLE PERFORMANCE STANDARD AS A RESULT OF CUSTOMER'S FAILURE TO PERFORM ITS
OBLIGATIONS UNDER SUCH PSA.
NOTWITHSTANDING THE DISPUTE RESOLUTION PROVISIONS
SET FORTH IN SECTION 21.12, IF PROVIDER BREACHES THIS COVENANT, CUSTOMER SHALL
BE ENTITLED TO APPLY TO A COURT OF COMPETENT JURISDICTION FOR SPECIFIC
PERFORMANCE BY PROVIDER OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE RELATED
PSAS WITHOUT THE NECESSITY OF POSTING ANY BOND.
2.0
CHARGES.
2.1
GENERALLY.
NOTWITHSTANDING ANY PROVISION RELATED TO FEES AND
CHARGES IN A PSA TO THE CONTRARY, AS CONSIDERATION FOR THE PROVISION OF THE
SERVICES, CUSTOMER WILL PAY TO PROVIDER THE CHARGES CALCULATED AS SET FORTH IN
THIS SECTION 2.0