Common use of Divestiture and Acquisition Clause in Contracts

Divestiture and Acquisition. (1) If Customer divests an entity or business unit, in whole or in part, Customer Party may elect either to (a) discontinue receipt of that part of the Services that was provided to the divested entity or business unit, subject to the provisions of Exhibit 4 or (b) have Supplier continue to provide the Services to such divested entity or business unit in accordance with the then-existing terms and charging methodologies for the Services, for a period not to exceed the lesser of (i) 18 months from the effective date of such divestiture (provided, however, that Supplier shall extend such period for an additional six months upon Customer Party's request) and (ii) the remainder of the Term; provided, however, that such divested entity or business unit continues to be bound by the terms and conditions of this Agreement. Any divested entity or business unit of Customer receiving Services pursuant to this Section shall be deemed a Service Recipient and, subject to Section 29.18, shall receive the same rights Customer has under this Agreement, and Customer Party shall remain the Contracting Party for all purposes under this Agreement. If any divested entity or business unit of Customer desires to be a customer of Supplier and to have all rights afforded to Customer under this Agreement relating to those Services it continues to receive after its divestiture, Supplier shall negotiate with such divested entity or business unit in good faith to enter into a mutually agreeable services agreement. If transition services are required in order to commence providing Services to a divested entity or business unit, the Contracting Parties shall negotiate in good faith the terms and conditions (including scope and price) under which Supplier shall provide such transition services, and Supplier shall complete such transition services within the applicable timeframes. Supplier shall perform such transition services as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for such transition services pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9.

Divestiture and Acquisition. (1) If Customer divests an entity or business unit, in whole or in part, Customer Party may elect either to (a) discontinue receipt of that part of the Services that was provided to the divested entity or business unit, subject to the provisions of Exhibit 4 or (b) have Supplier continue to provide the Services to such divested entity or business unit in accordance with the then-existing terms and charging methodologies for the Services, for a period not to exceed the lesser of (i) 18 months from the effective date of such divestiture (provided, however, that Supplier shall extend such period for an additional six months upon Customer Party's ’s request) and (ii) the remainder of the Term; provided, however, that such divested entity or business unit continues to be bound by the terms and conditions of this Agreement. Any divested entity or business unit of Customer receiving Services pursuant to this Section shall be deemed a Service Recipient and, subject to Section 29.18, shall receive the same rights Customer has under this Agreement, and Customer Party shall remain the Contracting Party for all purposes under this Agreement. If any divested entity or business unit of Customer desires to be a customer of Supplier and to have all rights afforded to Customer under this Agreement relating to those Services it continues to receive after its divestiture, Supplier shall negotiate with such divested entity or business unit in good faith to enter into a mutually agreeable services agreement. If transition services are required in order to commence providing Services to a divested entity or business unit, the Contracting Parties shall negotiate in good faith the terms and conditions (including scope and price) under which Supplier shall provide such transition services, and Supplier shall complete such transition services within the applicable timeframes. Supplier shall perform such transition services as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for such transition services pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9.

Divestiture and Acquisition. (1) If Customer divests an entity or business unitunit of NAIC Group is divested, in whole or in part, Customer Party NAIC may elect either to (a) discontinue receipt to reduce the volume of that part Services (and any related commitments thereto) provided to NAIC Group by the volume of the Services that was provided to the such divested entity or business unit, subject to the provisions of Exhibit 4 unit (in whole or in part) or (b) to have Supplier Cognizant Group continue to provide the Services to such divested entity or business unit (or purchaser thereof), in whole or in part, in accordance with the then-existing terms and charging methodologies for the Services, for a period not to exceed the lesser of (i) 18 24 months from the effective date of such divestiture (provided, however, that Supplier shall extend such period for an additional six months upon Customer Party's request) and (ii) the remainder of the Term; providedapplicable SOW Term and any Termination Assistance Period, howeverand, at the end of such period, to reduce the volume of Services (and any related commitments thereto) provided to NAIC Group by the volume of the Services that was provided to such divested entity or business unit, in whole or in part. During such period, NAIC shall remain responsible for all acts and omissions of such divested entity or business unit, including compliance or any non-compliance with the terms of this Agreement. After such divested entity’s or business unit’s divestiture from NAIC, NAIC may continue to exercise on behalf of such divested entity or business unit (or purchaser thereof) any rights NAIC has, or such divested entity or business unit had, under this Agreement prior to such divested entity’s or business unit’s divestiture during the period of time that such divested entity or business unit continues to be bound by the terms and conditions of this Agreement. Any divested entity or business unit of Customer receiving Services pursuant to this Section shall be deemed a Service Recipient and, subject to Section 29.18, shall receive the same rights Customer has under this Agreement, and Customer Party shall remain the Contracting Party for all purposes under this AgreementServices. If any divested entity or business unit of Customer desires to be a customer of Supplier and to have all rights afforded to Customer under this Agreement relating to those Services it continues to receive after its divestiture, Supplier shall negotiate with such divested entity or business unit in good faith to enter into a mutually agreeable services agreement. If transition implementation services are required in order to commence providing Services to a such divested entity or business unit, the Contracting Parties shall negotiate in good faith the terms and conditions (including scope and price) under which Supplier whole or in part, Cognizant Group shall provide such transition services, Services as requested by NAIC and Supplier Cognizant Group shall complete such transition implementation services within the applicable agreed upon timeframes. Supplier shall perform such transition services as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay The fees for such transition implementation services pursuant to shall be calculated using the Change Control Procedures and the issue escalation procedures rates set forth in Article 5 the applicable SOW and the number of Exhibit 9.hours to provide such implementation services shall be agreed by the MSA Contracting Parties in accordance with the Change Procedures. – NAIC Confidential –

Divestiture and Acquisition. (1) If Customer divests an entity or business unitunit of NAIC Group is divested, in whole or in part, Customer Party NAIC may elect either to (a) discontinue receipt to reduce the volume of that part Services (and any related commitments thereto) provided to NAIC Group by the volume of the Services that was provided to the such divested entity or business unit, subject to the provisions of Exhibit 4 unit (in whole or in part) or (b) to have Supplier Cognizant Group continue to provide the Services to such divested entity or business unit (or purchaser thereof), in whole or in part, in accordance with the then-existing terms and charging methodologies for the Services, for a period not to exceed the lesser of (i) 18 24 months from the effective date of such divestiture (provided, however, that Supplier shall extend such period for an additional six months upon Customer Party's request) and (ii) the remainder of the Term; providedapplicable SOW Term and any Termination Assistance Period, howeverand, at the end of such period, to reduce the volume of Services (and any related commitments thereto) provided to NAIC Group by the volume of the Services that was provided to such divested entity or business unit, in whole or in part. During such period, NAIC shall remain responsible for all acts and omissions of such divested entity or business unit, including compliance or any non-compliance with the terms of this Agreement. After such divested entity’s or business unit’s divestiture from NAIC, NAIC may continue to exercise on behalf of such divested entity or business unit (or purchaser thereof) any rights NAIC has, or such divested entity or business unit had, under this Agreement prior to such divested entity’s or business unit’s divestiture during the period of time that such divested entity or business unit continues to be bound by the terms and conditions of this Agreement. Any divested entity or business unit of Customer receiving Services pursuant to this Section shall be deemed a Service Recipient and, subject to Section 29.18, shall receive the same rights Customer has under this Agreement, and Customer Party shall remain the Contracting Party for all purposes under this AgreementServices. If any divested entity or business unit of Customer desires to be a customer of Supplier and to have all rights afforded to Customer under this Agreement relating to those Services it continues to receive after its divestiture, Supplier shall negotiate with such divested entity or business unit in good faith to enter into a mutually agreeable services agreement. If transition implementation services are required in order to commence providing Services to a such divested entity or business unit, the Contracting Parties shall negotiate in good faith the terms and conditions (including scope and price) under which Supplier whole or in part, Cognizant Group shall provide such transition services, Services as requested by NAIC and Supplier Cognizant Group shall complete such transition implementation services within the applicable agreed upon timeframes. Supplier shall perform such transition services as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay The fees for such transition implementation services pursuant to shall be calculated using the Change Control Procedures and the issue escalation procedures rates set forth in Article 5 the applicable SOW and the number of Exhibit 9hours to provide such implementation services shall be agreed by the MSA Contracting Parties in accordance with the Change Procedures.