Inability to Perform Services Clause Samples

Inability to Perform Services. 13 Section 9.2 Errors............................................................................. 13 ARTICLE X LEGAL ACTIONS

Inability to Perform Services. In the event that Administrator shall be unable to perform any Administrative Service for a period that could reasonably be expected to exceed ninety (90) days or such shorter period as may be required by Applicable Law or the Reinsured Contracts, Administrator and Insurer shall mutually agree on alternative means of providing such services. If alternative means for the provision of the Administrative Services cannot be agreed upon by the parties, Insurer may procure such Administrative Services for the Reinsured Contracts and Reinsured Liabilities by commercially reasonable means. Administrator shall be solely responsible for all costs incurred in restoring Administrative Services which have not been provided due to its failure to adhere to its obligations under this RIC (Landmark) Administrative Services Agreement.

Inability to Perform Services. ERRORS 16 Section 6.1. Inability to Perform Services 16 Section 6.2. Errors 16 Article VII. ACTIONS 16 Section 7.1. Regulatory Actions 16 Section 7.2. Defense of Regulatory Actions 17 Section 7.3. Other Actions 18 Section 7.4. Participation 19 Section 7.5. Defense of Other Actions 19 Section 7.6. Excluded Liabilities 19 Section 7.7. Notice to the Administrator 20 Section 7.8. Cooperation 20 Section 7.9. Market Conduct and Other Examinations 20 Article VIII. DURATION; TERMINATION 21 Section 8.1. Duration 21 Section 8.2. Termination 21 Section 8.3. Survival 23 Article IX. CUSTOMER INFORMATION; OFAC 23 Section 9.1. Customer Information 23 Section 9.2. OFAC Compliance 23 Article X. DISASTER RECOVERY 23 Section 10.1. Disaster Recovery 23

Inability to Perform Services. In the event that the Administrator is unable to perform all or a portion of the Services for any reason for a period that could reasonably be expected to exceed [REDACTED], the Administrator shall promptly provide written notice to the Ceding Company of its inability to perform the applicable Services and shall cooperate with the Ceding Company in obtaining an alternative means of providing such Services. The Administrator shall be responsible for all fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Services and in order to restore such Services. Notwithstanding anything to the contrary in this Agreement, if the Administrator is unable to perform all or a portion of the Services due to an act, error or omission of the Ceding Company, including any failure by the Ceding Company or its Representatives to perform any obligation of the Ceding Company hereunder or under the Transitional Services Agreement, such inability to perform all or a portion of the Services shall 1007063915v4 not be a breach of this Agreement and the Administrator shall have no liability under this Agreement with respect to such nonperformance. The requirements of this Section 7.1 shall be in addition to the rights set forth in Section 9.2 and the obligations set forth in Article XI, and nothing herein shall relieve the Administrator from its obligation to implement the Administrator disaster recovery plans in order to resume the Services.

Inability to Perform Services. Subject to Section 3.2(c), in the event that the Administrator is unable to perform all or a portion of the Services for any reason for a period that could reasonably be expected to exceed ten (10) Business Days, the Administrator shall promptly provide notice to the Company of its inability to perform the applicable Services and shall cooperate with the Company in obtaining an alternative means of providing such Services. The Administrator shall be responsible for all fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Services and in order to restore such Services. Errors. Subject to Section 3.2(c), the Administrator shall, at its own expense, correct any errors in the Services caused by it as promptly as practicable following notice thereof from the Company or any other Person or upon discovery thereof by the Administrator.

Inability to Perform Services. In the event that the Administrator shall be unable to perform services as required by this Agreement for any reason for a period that can reasonably be expected to exceed ten (10) Business Days, the Administrator shall provide notice to the Company of its inability to perform the services and shall cooperate with the Company in obtaining an alternative means of providing such services. The Administrator will be responsible for all costs incurred in restoring services.

Inability to Perform Services. In the event that the Administrator is unable, for any reason, to perform all or a material portion of the Services in compliance with the standards required by Section 3.03 of this Agreement for a period that is reasonably expected to exceed two (2) Business Days, where such failure to perform would, individually or in the aggregate, reasonably be expected to have a significant detrimental impact to the Administered Business, the Administrator shall promptly provide notice to the Ceding Companies of the Administrator’s inability to perform the applicable Services. Within sixty (60) days from the receipt of such notice, the Administrator shall deliver to the Ceding Companies a corrective action plan (the “Corrective Action Plan”) setting forth a strategy to remedy the inability of the Administrator to perform such Services (which may include, upon written consent of each Ceding Company, obtaining an alternative means of providing such Services) and a reasonable timeline to implement such strategy. The Administrator shall consider in good faith any changes to the Corrective Action Plan reasonably requested by a Ceding Company, and the Administrator shall use commercially reasonable efforts to implement such Corrective Action Plan as soon as reasonably practicable, subject to applicable Law. In no event shall the foregoing limit the obligation of the Administrator to perform such Services in accordance with the terms hereof or any remedy of the Ceding Companies under this Agreement or any of the other Transaction Agreements. The requirements of this Section 6.01 shall be in addition to the rights set forth in Section 8.02 and the obligations set forth in Section 10.01, and nothing herein shall relieve the Administrator from its obligation to cause to implement the Disaster Recovery Plans in order to resume the Services.

Inability to Perform Services. Failure to any extent to furnish, or any stoppage of, the services, amenities or benefits described above, resulting from causes beyond control of Landlord or from any cause, shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant or result in an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement herein. If any equipment or machinery breaks down, or ceases to function properly, Landlord shall use reasonable diligence to repair such equipment or machinery promptly, but Tenant shall have no claim for rebate of Basic Rent or damages on account of any interruptions in service occasioned thereby or resulting therefrom.

Inability to Perform Services. Subject to Section 3.2(c), in the event that the Administrator is unable to perform all or a portion of the Services for any reason for a period that could reasonably be expected to exceed ten (10) Business Days, the Administrator shall promptly provide notice to the Company of its inability to perform the applicable Services and shall cooperate with the Company in obtaining an alternative means of providing such Services. The Administrator shall be responsible for all fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Services and in order to restore such Services.