Common use of Responsibilities of the Administrator Clause in Contracts

Responsibilities of the Administrator. Except (i) as otherwise provided by this Agreement; and (ii) with respect to any Legally Required Actions, the Administrator, on behalf of the Company, shall be responsible for all state insurance department and, subject to prior review and approval by the Company, federal and state securities law filings (including, but not limited to, filings of riders and amendments), compliance with all regulatory requirements and the taking of all required actions with respect to Governmental Authorities relating to the Policies, the Post-Closing Policies and Separate Accounts. Nevertheless, if the Company or the Administrator receive notice of, or otherwise become aware of any inquiry, investigation, examination, audit or proceeding by Governmental Authorities, relating to the Policies, the Post-Closing Policies or Separate Accounts, the Company or the Administrator, as applicable, shall promptly notify the other party thereof, whereupon the parties shall cooperate in good faith to resolve such matter in a mutually satisfactory manner and shall act reasonably in light of the parties' respective interests in the matter at issue. Notwithstanding the immediately preceding sentence, the Administrator shall not be relieved or discharged from any liability or obligation which it has incurred or assumed in connection with such matter under the terms of this Agreement or any of the Asset Purchase Agreement, XXXX Coinsurance Agreement, ALIAC Coinsurance Agreement, Modified Coinsurance Agreement or other Ancillary Agreements.

Responsibilities of the Administrator. Except (i) as otherwise provided by this Agreement; and (ii) with respect to any Legally Required Actions, the Administrator, on behalf of the Company, shall be responsible for all state insurance department and, subject to prior review and approval by the Company, federal and state securities law filings (including, but not limited to, filings of riders and amendments), compliance with all regulatory requirements and the taking of all required actions with respect to Governmental Authorities relating to the Policies, the Post-Closing Policies and Separate Accounts. Nevertheless, if the Company or the Administrator receive notice of, or otherwise become aware of any inquiry, investigation, examination, audit or proceeding by Governmental Authorities, relating to the Policies, the Post-Closing Policies or Separate Accounts, the Company or the Administrator, as applicable, shall promptly notify the other party thereof, whereupon the parties shall cooperate in good faith to resolve such matter in a mutually satisfactory manner and shall act reasonably in light of the parties' respective interests in the matter at issue. The parties recognize that, as the issuing companies, XXXX and ALIAC retain ultimate responsibility for the resolution of the matters described in this section. Notwithstanding the immediately preceding sentence, the Administrator shall not be relieved or discharged from any liability or obligation which it has incurred or assumed in connection with such matter under the terms of this Agreement or any of the Asset Purchase Agreement, XXXX Coinsurance Agreement, ALIAC Coinsurance Agreement, NY Modified Coinsurance Agreement or other Ancillary Agreements.