Compliance with Prohibited Transaction Exemptions. From the Signing Date until the Closing Date, (a) the Insurer agrees to keep current the information on Schedule 5.12 by providing the Company on a monthly basis with any updates relating to the formation of any new legal entities or the entry into any agreements with or by investment managers following the Signing Date and (b) the Company will not enter into any agreements with the Insurer or any investment manager listed on Schedule 5.12 (as it may be updated from time to time) whereby the Insurer or any of its Affiliates would be a fiduciary expressly authorized in writing to manage, acquire or dispose of Plan Assets on a discretionary basis that have been identified as, or are reasonably likely to be included as, a Transferred Asset. If the Insurer discovers the existence of any such agreement, the Insurer will, and will cause its Affiliates to, cease providing any discretionary asset management services with respect to any Plan Asset before such Plan Asset becomes a Transferred Asset and the Company hereby consents to any such termination of services.
Compliance with Prohibited Transaction Exemptions. From the Signing Date until the Closing Date, (a) Insurer agrees to keep current the information on Schedule 5.12 by providing Company on a monthly basis with any updates relating to the formation of any new legal entities or the entry into any agreements with or by investment managers or investment advisors following the Signing Date, and (b) Company will not enter into any agreements with Insurer or any investment ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** manager or advisor listed on Schedule 5.12 (as it may be updated from time to time) whereby Insurer or any of its Affiliates would be a fiduciary expressly authorized in writing to manage, acquire or dispose of Plan Assets on a discretionary basis that have been identified as, or are reasonably likely to be included as, a Transferred Asset. If Insurer discovers the existence of any such agreement, Insurer will, and will cause its Affiliates to, cease providing any discretionary asset management services with respect to any Plan Asset before such Plan Asset becomes a Transferred Asset and Company will consent to any such termination of services.
Compliance with Prohibited Transaction Exemptions. From the Execution Date until the Closing Date, the Insurer agrees to keep current the information on Schedule 5.12 by providing the Company on the last Business Day of [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission REDACTED VERSION each month with any updates relating to the formation of any new legal entities or the entry into any agreements with or by investment managers following the Execution Date. If the Insurer discovers the existence of any agreement with the Insurer or any investment manager listed on Schedule 5.12 (as it may be updated from time to time) whereby the Insurer or any of its Affiliates would be a fiduciary expressly authorized in writing to manage, acquire or dispose of the Plan Assets of the Plan on a discretionary basis, the Insurer will, and will cause its Affiliates to, cease providing any discretionary asset management services with respect to any Plan Asset of the Plan before such Plan Asset becomes a Transferred Asset. The preceding sentence will not apply with respect to Plan Assets of the New Plan or prohibit the entry into an agreement whereby an Affiliate of the Insurer would be acting as a non-discretionary trustee.
