Common use of Administrative Transition Process Clause in Contracts

Administrative Transition Process. (a) (i) The Insurer will use its reasonable best efforts to enter into the Administrative Services Agreement on the Closing Date and (ii) the Insurer, the Company and the Independent Fiduciary will use their respective Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to (1) coordinate and allow for the provision of recordkeeping and administration services regarding Annuity Payments and (2) coordinate the transfer to the Insurer on and after the Insurer Payment Commencement Date of all administration responsibilities necessary to effectively provide the recordkeeping and administration services regarding Annuity Payments commencing on the Insurer Payment Commencement Date. (b) The Company or the Plan shall provide the Insurer with the information on and shall complete all processes set forth in Schedule 6.04(b) (including those that occur after Closing). (c) If, despite Section 6.04(a), the Company or the Plan do not or cannot provide the Insurer with the information on or complete all processes set forth in Schedule 6.04(b) (occurring prior to the Closing Date) and, as a result, the Insurer is in good faith unable to provide the recordkeeping and administration services regarding Annuity Payments beginning on the Closing Date, then the Insurer will use its Commercially Reasonable Efforts to find an alternative method or methods to facilitate the issuance of Annuity Payments through existing commercial arrangements or any other method that is designed to ensure that such Annuity Payments are made in a manner that complies with the obligations of the Group Annuity Contract, for the period from the Closing Date to the Insurer Payment Commencement Date (an “Alternative Arrangement”). The Company will cooperate in good faith with the Insurer to find an Alternative Arrangement.

Administrative Transition Process. (a) (i) The Insurer will use its reasonable best efforts to enter into the Administrative Services Agreement on the Closing Date and (ii) the Insurer, the Company and the Independent Fiduciary will use their respective Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to (1i) coordinate and allow for the provision of recordkeeping and administration services regarding Annuity Payments and (2ii) coordinate the transfer to the Insurer, or the Other Insurer in accordance with the Administrative Services Agreement, on and after the Insurer Payment Commencement Date of all administration responsibilities necessary to effectively provide the recordkeeping and administration services regarding Annuity Payments commencing on the Insurer Payment Commencement Date; provided, however, that the Insurer will use its reasonable best efforts to enter into the Administrative Services Agreement on the Closing Date. (b) The Company or the Plan shall provide the Insurer with the information on and shall complete all processes set forth in Schedule 6.04(b) (including those that occur after Closing). (c) If, despite Section 6.04(a), the Company Insurer or the Plan do not or cannot provide the Insurer with the information on or complete all processes set forth in Schedule 6.04(b) (occurring prior to the Closing Date) and, as a result, the Other Insurer is in good faith unable to provide the recordkeeping and administration services regarding Annuity Payments beginning enter into such Administrative Services Agreement on the Closing Date, then the Insurer will use its Commercially Reasonable Efforts to find an alternative method or methods to facilitate the issuance of Annuity Payments through existing commercial arrangements or any other method that is designed to ensure that such Annuity Payments are made in a manner that complies with the obligations of the Group Annuity Contract, for the period from the Closing Date to the Insurer Payment Commencement Date until the Administrative Services Agreement is executed (an “Alternative Arrangement”). The Company will cooperate in good faith with the Insurer to find an Alternative Arrangement.

Administrative Transition Process. (a) (i) The Insurer will use its reasonable best efforts to enter into the Administrative Services Agreement on the Closing Date and (ii) the Insurer, the Company and the Independent Fiduciary will use their respective Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to (1) coordinate and allow for the provision of recordkeeping and administration services regarding Annuity Payments and (2) coordinate the transfer to Insurer, or Other Insurer in accordance with the Insurer Administrative Services Agreement, on and after the Insurer Payment Annuity Commencement Date of all administration responsibilities necessary to effectively provide the recordkeeping and administration services regarding Annuity Payments commencing on the Insurer Payment Annuity Commencement Date. (b) The Company or and the Plan shall Plans will provide the Insurer with the information on and shall will complete all processes set forth in Schedule 6.04(b6.4(b) (including those that occur after Closing). (c) If, despite Section 6.04(a6.4(a), Company and the Company or the Plan Plans do not or cannot provide the Insurer with the information on or complete all processes set forth in Schedule 6.04(b6.4(b) (occurring prior to the Closing Date) and, as a result, the Insurer or Other Insurance is in good faith unable to provide the recordkeeping and administration services regarding Annuity Payments beginning on the Annuity Commencement Date or Insurer or Other Insurer is unable to enter into the Administrative Services Agreement on the Closing Date, then the Insurer will use its Commercially Reasonable Efforts to find an alternative method or methods to facilitate the issuance of Annuity Payments through existing commercial arrangements or any other method that is designed to ensure that such Annuity Payments are made in a manner that complies with the obligations of the Group Annuity Contract, for the period from the Closing Date to the Insurer Payment Commencement Date Contracts (an “Alternative Arrangement”). The Company will cooperate in good faith with the Insurer to find an Alternative Arrangement. (d) Insurer will use its Commercially Reasonable Efforts to enter into the Administrative Services Agreement on the Closing Date.

Administrative Transition Process. (a) (i) The Insurer will use its reasonable best efforts to enter into the Administrative Services Agreement on the Closing Date and (ii) the Insurer, the Company and the Independent Fiduciary will use their respective Commercially Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to (1) coordinate and allow for the provision of recordkeeping and administration services regarding Annuity Payments and (2) coordinate the transfer to Insurer, or Other Insurer in accordance with the Insurer Administrative Services Agreement, on and after the Insurer Payment Annuity Commencement Date of all administration responsibilities necessary to effectively provide the recordkeeping and administration services regarding Annuity Payments commencing on the Insurer Payment Annuity Commencement Date. (b) The Company or and the Plan shall Plans will provide the Insurer with the information on and shall will complete all processes set forth in Schedule 6.04(b6.4(b) (including those that occur after Closing). (c) If, despite Section 6.04(a6.4(a), Company and the Company or the Plan Plans do not or cannot provide the Insurer with the information on on, or complete all processes set forth in in, Schedule 6.04(b) 6.4(b), (occurring prior to the Closing Date) and, as a result, the Insurer or Other Insurer is in good faith unable to provide the recordkeeping and administration services regarding Annuity Payments beginning on the Closing Annuity Commencement Date, then the Insurer will use its Commercially Reasonable Efforts to find an alternative method or methods to facilitate the issuance of Annuity Payments through existing commercial arrangements or any other reasonable method that is designed to ensure that such Annuity Payments are made in a manner that complies with the obligations of the Group Annuity Contract, for the period from the Closing Date to the Insurer Payment Commencement Date Contract (an “Alternative Arrangement”). The Company will cooperate in good faith with the Insurer to find an Alternative Arrangement. (d) Insurer will use its Commercially Reasonable Efforts to enter into the Administrative Services Agreement on the Closing Date.