|
the Plan only as expressly stated in this Agreement or as mutually agreed to in writing by the
<br /> parties hereto.
<br /> B. The Claim Administrator shall have no responsibility for or liability with respect to the com-
<br /> pliance or non-compliance of the Plan with any applicable federal, state and local rules, laws
<br /> and regulations, and the Employer shall have the sole responsibility for and shall bear the en-
<br /> tire cost of compliance with all federal, state and local rules, laws and regulations, including,
<br /> but not limited to, any licensing,filing, reporting and disclosure requirements as may apply to
<br /> the Plan, and all costs, expenses and fees relating thereto.
<br /> C. The Claim Administrator shall,to the extent possible,advise the Employer of any legal actions
<br /> against it or the Employer which involve the Plan or the obligations of the Employer or the
<br /> Claim Administrator under the Plan or this Agreement.The Employer shall undertake the de- �
<br /> fense of such action and be responsible for the costs of defense; provided, however, that the
<br /> Claim Administrator shall have the option, at its sole discretion, to employ attorneys selected
<br /> by it to defend any such action, the costs and expenses of which shall be the responsibility
<br /> of the Claim Administrator. It is further agreed that the Claim Administrator(provided no con- �
<br /> flicts of interest exist)shall fully cooperate with the Employer in the Employer's defense of any '�,
<br /> action arising out of matters related to the Plan or this Agreement. ��
<br /> D. The Claim Administrator hereby agrees to indemnify and hold harmless the Employer and its
<br /> directors, officers and employees against any and all claims, lawsuits, settlements, judg-
<br /> ments, costs, penalties and expenses with respect to the Plan or this Agreement resulting
<br /> from or arising out of any acts or omissions of the Claim Administrator or its directors, officers,
<br /> or employees which have been determined by a court of competentjurisdiction to be(i)grossly
<br /> negligent,dishonest,fraudulent or criminal or(ii) in material breach of the terms of this Agree-
<br /> ment; provided, however,notwithstanding anything herein to the contrary pursuant to Section
<br /> X.D.,the Claim Administrator shall be responsible for the correction of Claim Payment and/or
<br /> Net Claim Payment errors by the Claim Administrator.
<br /> E. The Claim Administrator does not insure or underwrite the liability of the Employer under the
<br /> Plan and has no responsibility for determining the terms of the Plan or the benefits to be pro-
<br /> vided thereunder. The Employer retains the ultimate responsibility for claims under the Plan
<br /> and all expenses incident to the Plan, except as specifically undertaken in this Agreement by
<br /> the Claim Administrator.The Employer agrees to indemnify and hold harmless the Claim Ad-
<br /> ministrator and its directors, officers and employees against any and all loss, liability, dam-
<br /> ages, penalties and expenses, including attorneys'fees, or other cost or obligation resulting
<br /> from or arising out of claims, lawsuits, demands, settlements or judgments brought against
<br /> the Claim Administrator in connection with the design or administration of the Plan, unless the
<br /> liability therefor was the direct consequence of the acts or omissions of the Claim Administra-
<br /> tor or its directors,officers or employees and is determined by a court of competent jurisdiction
<br /> to be (i) grossly negligent, dishonest, fraudulent or criminal or (ii) in material breach of the
<br /> terms of this Agreement; provided, however, notwithstanding anything herein to the contrary
<br /> pursuant to Section X.D., the Claim Administrator shall be responsible for the correction of
<br /> Claim Payment and/or Net Claim Payment errors by the Claim Administrator.
<br /> Examples of such actions brought against the Claim Administrator in connection with the de-
<br /> sign and administration of the Plan include, but are not limited to, the following:
<br /> _ 1. Any claim based upon MSP laws or regulations.
<br /> 2. Any claim that may arise from or in connection with the Claim Administrator's issuance
<br /> of Certificate(s)of Creditable Coverage based upon untimely and/or inaccurate data pro-
<br /> vided by the Employer to the Claim Administrator with respect to individuals whose cover-
<br /> age under this Agreement terminates.
<br /> - 2 -
<br />
|