Common use of Final Annuity Exhibits Clause in Contracts

Final Annuity Exhibits. In order for the Insurer to create the Annuity Exhibits that will be attached to the Group Annuity Contract as amended pursuant to Section 2.15(b): (i) On the 103rd Business Day after the Closing, the Insurer will deliver to the Company revised Interim Post-Closing Annuity Exhibits, utilizing and consistent with the Final Data File. (ii) As soon as practicable and in any event by the 106th Business Day following the Closing, the Company will notify the Insurer of any discrepancy between the revised Interim Post-Closing Annuity Exhibits and the Final Data File (it being understood that the failure of the Company to so notify the Insurer will not be deemed to constitute a waiver by the Company of any of its rights under Section 2.10). (iii) The Insurer and the Company will cooperate in good faith to resolve such discrepancies, if any, on or prior to the 109th Business Day following the Closing and the Insurer will reflect any agreed upon changes in the revised Interim Post-Closing Annuity Exhibits (the “Final Annuity Exhibits”); provided, however that the Final Annuity Exhibits will not include any Priced Life for which the Insurer has not been provided a social security number.

Final Annuity Exhibits. In order for the Insurer to create the Annuity Exhibits that will be attached to the Group Annuity Contract as amended pursuant to Section 2.15(b): (i) On the 103rd Business Day after the Closing, the Insurer will deliver to the Company revised Interim Post-Closing Annuity Exhibits, utilizing and consistent with the Final Data File. (ii) As soon as practicable and in any event by the 106th Business Day following the Closing, the Company will notify the Insurer of any - 19 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** discrepancy between the revised Interim Post-Closing Annuity Exhibits and the Final Data File (it being understood that the failure of the Company to so notify the Insurer will not be deemed to constitute a waiver by the Company of any of its rights under Section 2.10). (iii) The Insurer and the Company will cooperate in good faith to resolve such discrepancies, if any, on or prior to the 109th Business Day following the Closing and the Insurer will reflect any agreed upon changes in the revised Interim Post-Closing Annuity Exhibits (the “Final Annuity Exhibits”); provided, however that the Final Annuity Exhibits will not include any Priced Life for which the Insurer has not been provided a social security number.