Common use of Defense of Regulatory and Legal Proceedings Clause in Contracts

Defense of Regulatory and Legal Proceedings. Notwithstanding anything in this Agreement to the contrary, the Company shall supervise and control the investigation, contest, defense and/or settlement of all complaints, inquiries and proceedings by Governmental Authorities to the extent required by Applicable Law. In addition, the Company shall have the right to engage in its own separate legal representation, at its own expense, and to otherwise participate fully in the defense of any Legal Proceedings or complaints, inquiries or proceedings by Governmental Authorities with respect to the Reinsured Contracts in which the Company is a named party, without the Company waiving any right to indemnification it may have under Article XVII hereof. The Administrator and the Company shall cooperate with each other with respect to the administration of any Legal Proceeding and any complaint, inquiry or proceeding by Governmental Authorities. The Administrator shall not settle any Legal Proceeding or any complaint, inquiry or proceeding by Governmental Authorities without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person, (ii) such settlement would not reasonably be expected to have material adverse precedential consequences to the Company and (iii) the sole relief provided is monetary damages that are paid in full by the Administrator.

Defense of Regulatory and Legal Proceedings. Notwithstanding anything in this Agreement to the contrary, the Company shall supervise and control the investigation, contest, defense and/or settlement of all complaints, inquiries and proceedings by Governmental Authorities to the extent required by Applicable Law. In addition, the Company shall have the right to engage in its own separate legal representationcounsel, at its own expense, and to otherwise participate fully associate in the defense of any Legal Proceedings or complaints, inquiries or proceedings by Governmental Authorities with respect to the Reinsured Contracts Policy Liabilities in which the Company is a named party, without the Company waiving any right to indemnification it may have under Article XVII hereof. The Administrator and the Company shall cooperate with each other with respect to the administration of any Legal Proceeding and any complaint, inquiry or proceeding by any Governmental AuthoritiesAuthority. The Administrator shall not settle or compromise any regulatory complaint or proceeding described in Section 5.1 or any Legal Proceeding or any complaint, inquiry or proceeding brought by a Governmental Authorities Authority without the Company’s prior written consent (consent, which consent shall not be unreasonably withheld withheld, delayed or delayed) unless conditioned; provided, however, that no consent of the Company shall be required for any settlement or compromise (i) there is no that does not involve any finding or admission of any violation of law or any violation of the rights of any Person, Applicable Law and (ii) such settlement would for which the sole relief provided is monetary damages that are paid in full by the Administrator. The Administrator shall not reasonably settle or compromise any Legal Proceeding brought by a Person other than a Governmental Authority without the Company’s prior written consent, which consent shall not be expected to have material adverse precedential consequences to the Company and (iii) unreasonably withheld, delayed or conditioned, unless the sole relief provided is monetary damages that are paid in full by the Administrator.

Defense of Regulatory and Legal Proceedings. Notwithstanding anything in this Agreement to the contrary, the Company shall supervise and control the investigation, contest, defense and/or settlement of all complaints, inquiries and proceedings by Governmental Authorities to the extent required by Applicable Law. In addition, the Company shall have the right to engage in its own separate legal representation, at its own expense, and to otherwise participate fully in the defense of any Legal Proceedings or complaints, inquiries or proceedings by Governmental Authorities with respect to the Reinsured Contracts Insurance Contracts, Claims or Ceded Reinsurance Agreements in which the Company is a named party, party without the Company waiving any right to indemnification it may have hereunder or under Article XVII hereofthe Excluded Business Reinsurance Agreement. The Administrator and the Company shall reasonably cooperate with each other with respect to the administration of any Legal Proceeding and any such complaint, inquiry or proceeding by Governmental Authorities. The Administrator shall not settle or compromise any Legal Proceeding or any such complaint, inquiry or proceeding by Governmental Authorities without the Company’s prior written consent (which of Company, such consent shall not to be unreasonably withheld withheld, conditioned or delayed) , unless the settlement or compromise (i) there is no finding or admission involves only the payment of any violation of law or any violation of the rights of any Person, (ii) such settlement would not reasonably be expected to have material adverse precedential consequences to the Company and (iii) the sole relief provided is monetary money damages that are paid in full by the Administrator, (ii) does not require an admission or involve a finding of any wrongdoing by or liability of any Person and would have no effect on any other claims that may be made against Company, and (iii) includes a full, unconditional and irrevocable release and does not impose an injunction or other equitable or non-monetary relief upon Company.

Defense of Regulatory and Legal Proceedings. Notwithstanding anything in this Agreement to the contrary, the Company shall supervise and control the investigation, contest, defense and/or settlement of all complaints, inquiries and proceedings by Governmental Authorities to the extent required by Applicable Law. In addition, the Company shall have the right to engage in its own separate legal representation, at its own expense, and to otherwise participate fully in the defense of any Legal Proceedings or complaints, inquiries or proceedings by Governmental Authorities with respect to the Reinsured Contracts Insurance Contracts, Claims or Ceded Reinsurance Agreements in which the Company is a named party, party without the Company waiving any right to indemnification it may have hereunder or under Article XVII hereofthe Acquired Business Reinsurance Agreement. The Administrator and the Company shall reasonably cooperate with each other with respect to the administration of any Legal Proceeding and any such complaint, inquiry or proceeding by Governmental Authorities. The Administrator shall not settle or compromise any Legal Proceeding or any such complaint, inquiry or proceeding by Governmental Authorities without the Company’s prior written consent (which of Company, such consent shall not to be unreasonably withheld withheld, conditioned or delayed) , unless the settlement or compromise (i) there is no finding or admission involves only the payment of any violation of law or any violation of the rights of any Person, (ii) such settlement would not reasonably be expected to have material adverse precedential consequences to the Company and (iii) the sole relief provided is monetary money damages that are paid in full by the Administrator, (ii) does not require an admission or involve a finding of any wrongdoing by or liability of any Person and would have no effect on any other claims that may be made against Company, and (iii) includes a full, unconditional and irrevocable release and does not impose an injunction or other equitable or non-monetary relief upon Company.