Third Party Administrator Software definition
Third Party Administrator Software means any software that is not proprietary to Administrator but is used by Administrator to perform the Services. The Third Party Administrator Software as of the Effective Date is identified on Schedule G. Additional Third Party Administrator Software may be added to Schedule G by mutual agreement of the Parties, subject to Exhibit 4.3.1, Exhibit 4.3.3, and Exhibit 4.3.3. “TPA Law” means Applicable Law governing third party administrators performing the functions, tasks, services and activities comparable to the Services hereunder with respect to life insurance, annuity and healthcare products, policies and contracts. “Transition Services” means certain Services Administrator will perform between the AIR Execution Date and prior to the applicable Services Starting Date, as set forth in an AIR. “Transfer Assistance Period” has the meaning assigned in Section 16.8(a). “Transfer Assistance Services” has the meaning assigned in Section 16.8(a). “User Identification” means a string of characters (i.e., a user name or a password) that uniquely identifies a user to a system and enables access to a system or specific data residing on a system. “Wind-Down Expenses” means the following actual expenses incurred by Administrator as a result of the ending of the Services under this Agreement not otherwise subject to payment or reimbursement by Customer and not otherwise recoverable by Administrator through damage mitigation efforts or otherwise: (i) non-cancellable lease payments, lease termination fees, or other non-cancellable charges for Administrator leased machines dedicated to the provision of the Services; (ii) salaries, associated employee benefits, relocation costs and actual severance payments for the Services Staff; (iii) non-cancellable charges for third party contracts; and (iv) any other expenses directly related to the termination and identified and mutually agreed to in an AIR. If Administrator is entitled to recover Wind-Down Expenses under this Agreement, Administrator will submit an estimate of the anticipated Wind-Down Expenses, together with ways in which those expenses may be mitigated or reduced, within 30 days after the event triggering those Wind-Down Expenses. Wind-Down Expenses to be recovered by Administrator will be reduced to the extent Customer or its designees assume financial obligations that Administrator would otherwise have incurred as a result of the ending DocuSign Envelope ID: 13223727-006E-452C-B68E-77C4CC1AFF8DD1D068B-315A-4D 0...