MANNER
CONSISTENT WITH SUCH ADVICE AND ASSISTANCE PROVIDED ON AN UNALLOCATED BASIS
AMONG THE PARENT AND ITS DIVISIONS PRIOR TO THE DATE HEREOF.
(F)
UPON THE EARLIER OF THE TERMINATION OF THIS
AGREEMENT AND THE END OF THE TRANSITION PERIOD, BUYER SHALL DELIVER TO PARENT
ELECTRONIC, USABLE AND ARCHIVABLE COPIES OF ALL ELECTRONIC RECORDS IN ITS
POSSESSION (INCLUDING ITS ELECTRONIC DATA SYSTEMS) RELATING TO PARENT AND ITS
SUBSIDIARIES.
(G)
EACH AGREEMENT, COVENANT AND OBLIGATION OF EACH
PARTY IN SCHEDULES 1 AND 2 SHALL BE BINDING UPON SUCH PARTY NOTWITHSTANDING THE
FACT THAT SUCH AGREEMENT, COVENANT OR OBLIGATION MAY BE PRESENT IN THE
SCHEDULE OF SERVICES TO BE PROVIDED BY THE OTHER PARTY.
2.
FORCE MAJEURE; EMERGENCY SITUATIONS.
IN THE EVENT THAT WAR, FIRE, EXPLOSION, FLOOD, ACCIDENT, STRIKE, RIOT, ACT OF
GOVERNMENTAL AUTHORITY, ACT OF TERRORISM, ACT OF GOD OR OTHER CONTINGENCY BEYOND
THE REASONABLE CONTROL OF A PARTY OBLIGATED TO PROVIDE A SUPPORT SERVICE (THE
"PROVIDING PARTY") CAUSES CESSATION OR INTERRUPTION OF THE PROVIDING PARTY'S OR
ITS SUBCONTRACTOR'S PERFORMANCE HEREUNDER (A "FORCE MAJEURE EVENT"), PERFORMANCE
BY THE PROVIDING PARTY SHALL BE TEMPORARILY EXCUSED FOR THE PERIOD OF THE
DISABILITY, WITHOUT LIABILITY, PROVIDED THAT THE PROVIDING PARTY SHALL PROMPTLY
AFTER IT HAS ACTUAL KNOWLEDGE OF THE BEGINNING OF ANY EXCUSABLE DELAY, NOTIFY
THE PARTY FOR WHOM THE SUPPORT SERVICE IS BEING PROVIDED (THE "RECEIVING PARTY")
OF SUCH DELAY, THE REASON THEREFOR, AND THE PROBABLE DURATION AND CONSEQUENCE
THEREOF. THE PROVIDING PARTY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
RESUME PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AS SOON AS REASONABLY
PRACTICABLE.
3.
CHARGES FOR SUPPORT SERVICES.
(A)
EACH PARTY SHALL PAY THE OTHER PARTY FOR THE
SUPPORT SERVICES PROVIDED HEREUNDER ON THE BASIS OF THE CHARGES SET FORTH ON
SCHEDULE 1 OR SCHEDULE 2, AS THE CASE MAY BE, PLUS,
(I)
THE REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY THE PROVIDING PARTY AND ITS AFFILIATES IN CONNECTION WITH
THE TRAVEL OF ANY PERSON TO FACILITATE THE DELIVERY OF THE SUPPORT SERVICES AND
TRANSITION OF SUCH SERVICES TO THE BUSINESSES OR TO PARENT, AS THE CASE MAY BE;
AND
3
(II)
THE REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY THE PROVIDING PARTY AND ITS AFFILIATES TO PURCHASE AND
INSTALL NEW HARDWARE AND/OR SOFTWARE REASONABLY NECESSARY TO PROVIDE A SUPPORT
SERVICE OR REASONABLY REQUIRED BY THE PROVIDING PARTY FOR SECURITY AND OR
CONFIDENTIALITY PURPOSES.
(B)
IN THE EVENT THE PROVIDING PARTY RECEIVES TIMELY
NOTICE PURSUANT TO SECTION 7(A) OF THE RECEIVING PARTY'S REQUEST TO TERMINATE
ANY SUPPORT SERVICE OR ADDITIONAL SERVICE PRIOR TO THE TERMINATION OF THIS
AGREEMENT, THE RECEIVING PARTY SHALL NOT BE CHARGED FOR SUCH SUPPORT SERVICE OR
ADDITIONAL SERVICE FOR THE REMAINING TERM OF THIS AGREEMENT FOLLOWING THE
EFFECTIVE DATE OF THE TERMINATION OF SUCH SUPPORT SERVICE.
(C)
THE PROVIDING PARTY SHALL OBTAIN THE RECEIVING
PARTY'S WRITTEN CONSENT PRIOR TO INCURRING ANY COST OR EXPENSE HEREUNDER IN
EXCESS OF $5,000 IF SUCH INCURRENCE WOULD OBLIGATE A PARTY TO SHARE SUCH COST OR
EXPENSE WITH THE OTHER PARTY PURSUANT TO SECTION 1(C)