|
„ •
<br /> only as expressly stated in this Agreement or as mutually agreed to in writing by the parties here-
<br /> to.
<br /> •
<br /> B. The Claim Administrator shall have no responsibility for or liability with respect to the compliance
<br /> or non-com liance of the Plan with an a licable federal state and local rules laws and re ula-
<br /> , ,
<br /> P Y PP 9
<br /> tions,and the Employer shall have the sole responsibilityfor and shall bearthe entire cost of com-
<br /> pliance with all federal, state and local rules, laws and regulations, including, but not limited to,
<br /> any licensing, filing, reporting and disclosure requirements as may apply to the Plan, and all
<br /> 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 Claim
<br /> Administrator under the Plan or this Agreement. The Employer shall undertake the defense of
<br /> such action and be responsible for the costs of defense; provided, however, that the Claim Ad-
<br /> ministrator shall have the option,at its sole discretion,to employ attorneys selected by it to defend
<br /> any such action,the costs and expenses of which shall be the responsibility ofthe Claim Adminis-
<br /> trator. It is further agreed that the Claim Administrator(provided no conflicts of interest exist)shall
<br /> fully cooperate with the Employer in the Employer's defense of any action arising out of matters
<br /> related to the Plan or this Agreement.
<br /> D. The Claim Administrator hereby agrees to indemnify and hold harmless the Employer and its di-
<br /> rectors, officers and employees against any and all claims, lawsuits, settlements, judgments,
<br /> costs, penalties and expenses with respect to the Plan or this Agreement resulting from or arising
<br /> out of any acts or omissions of the Claim Administrator or its directors, officers, or employees
<br /> which have been determined by a court of competent jurisdiction to be (i) grossly negligent,dis-
<br /> honest,fraudulent or criminal or(ii) in material breach of the terms of this Agreement; provided,
<br /> • however, notwithstanding anything herein to the contrary pursuant to Section X.D., the Claim
<br /> Administrator shall be responsible forthe correction of Claim Payment and/or Net Claim Payment
<br /> errors by the Claim Administrator.
<br /> E. The Claim Administrator does not insure or underwrite the liability of the Employer under the Plan
<br /> and has no responsibility for determining the terms of the Plan or the benefits to be provided
<br /> thereunder.The Employer retains the ultimate responsibility for claims under the Plan and all ex-
<br /> penses incident to the Plan, except as specifically undertaken in this Agreement by the Claim
<br /> Administrator.The Employer agrees to indemnify and hold harmless the Claim Administrator and
<br /> its directors, officers and employees against any and all loss, liability, damages, penalties and
<br /> expenses, including attorneys' fees, or other cost or obligation resulting from or arising out of
<br /> claims, lawsuits, demands, settlements or judgments brought against the Claim Administrator
<br /> in connection with the design or administration of the Plan including, but not limited to, any claim
<br /> based upon MSP laws or regulations, any claim that may arise from or in connection with the
<br /> Claim Administrator's issuance of Certificate(s) of Creditable Coverage based upon untimely
<br /> and/or inaccurate data provided by the Employer to the Claim Administrator with respect to indi-
<br /> viduals whose coverage under this Agreement terminates,and any claim based upon the disclo-
<br /> sure of any information regarding a Covered Person by the Claim Administrator to the Employer
<br /> or in connection with a claim for benefits under the Plan unless the liability therefor was the direct
<br /> consequence of the acts or omissions of the Claim Administrator or its directors, officers or em-
<br /> ployees and is determined by a court of competent jurisdiction to be(i)grossly negligent,dishon-
<br /> est,fraudulent or criminal or(ii)in material breach of the terms of this Agreement; provided, how-
<br /> ever, notwithstanding anything herein to the contrary pursuant to Section X.D., the Claim
<br /> Administrator shall be responsible forthe correction of Claim Payment and/or Net Claim Payment
<br /> errors by the Claim Administrator.
<br /> � F. If it is determined that any payment has been made under this Agreement to an ineligible em-
<br /> ployee or dependent, or if it is determined that more or less than the correct amount of any pay-
<br /> - 2 -
<br />
|