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R . <br /> • shall fully cooperate with the Employer, at no cost to the Claim Administrator, in the Employer's <br /> defense of any 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 di- <br /> rectors, officers and employees against any and all claims, lawsuits, settlements, judgments, <br /> costs, penalties and expenses with respect to this Agreement resulting from or arising out of any <br /> acts of the Claim Administrator or its employees which have been determined to be fraudulent <br /> or criminal by a court of competent jurisdiction. <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 assumed 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 and any claim based upon the disclosure of any information <br /> regarding a Covered Person by the Claim Administrator to the Employer or in connection with <br /> a claim for benefits under the Plan unless it is first judicially determined by a court of competent <br /> jurisdiction that the liability therefor was the direct consequence of dishonest or criminal conduct, <br /> or fraud on the part of the Claim Administrator or any of its directors, officers or employees. <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 /> � ment hereunder has been paid by the Claim Administrator, the Claim Administrator will make a <br /> diligent attempt to recover any such payment made to an ineligible person or overpayment, or <br /> the Claim Administrator will adjust the underpayment, but the Claim Administrator will not be re- <br /> quired to initiate court proceedings for any such recovery. <br /> G. The Employer shall furnish on a timely basis to the Claim Administrator certain information con- <br /> cerning the Plan and employees and dependents covered under the Plan ("Covered Persons") <br /> as may from time to time be required by the Claim Administrator for the performance of its duties <br /> including, but not limited to, the following: <br /> 1. All documents by which the Plan is established and any amendments or changes to the Plan <br /> as may from time to time be adopted. <br /> 2. All data as may be required by the Claim Administrator regarding the Covered Persons who <br /> are to be covered under this Agreement. <br /> a. Such data may include,without limitation,a list of Covered Persons who are to be covered <br /> under the Agreement and completed application cards and information required by the <br /> Claim Administrator to identify dual coverage situations which fall within the MSP laws. <br /> It is the Employer's obligation to notify the Claim Administrator no later than thirty-one(31) <br /> days after the effective date of any change in a Covered Person's status under this Agree- <br /> ment. Clerical errors or delays in keeping or reporting data relative to coverage under this <br /> Agreement will not invalidate coverage which would otherwise be validly in force or con- <br /> tinue coverage which would otherwise validly terminate. However, the Employer is liable <br /> for any benefits paid for a terminated Covered Person if the Employer had not timely noti- <br /> fied the Claim Administrator of such Covered Person's termination. <br /> • b. All such notifications by the Employer to the Claim Administrator must be furnished on <br /> forms or in a format approved by the Claim Administrator and must include all information <br /> reasonably required by the Claim Administrator to effect such changes. <br /> - 2 - <br />