Common use of Regulatory Complaints Clause in Contracts

Regulatory Complaints. With respect to any matter relating to the Administered Business, the Administrator shall: (a) promptly notify the Ceding Company in writing of any examinations or Actions initiated by a Governmental Entity and, at the Ceding Company’s request, provide to the Ceding Company a report consistent with the Administrator’s ordinary course reporting summarizing the nature of any such examination or Action by a Governmental Entity, the alleged actions or omissions giving rise to such examination or Action and copies of any files or other documents that the Ceding Company may reasonably request in connection with its review of such matters, other than such files, documents and other information as would, in the judgment of counsel to the Administrator, lead to the loss or waiver of legal privilege (it being understood that the Administrator shall use reasonable best efforts to enable such files, documents or other information to be furnished or made available to the Ceding Company or its Representatives without so jeopardizing such privilege or contravening such applicable Law or Contract, including by entering into a customary joint defense agreement or common interest agreement); (b) prepare, with a copy to the Ceding Company, a response within the Governmental Entity’s requested time frame for response or, if no such time frame is provided, within the time frame as allowed by applicable Law; provided, that the Administrator shall provide its proposed response to the Ceding Company for the Ceding Company’s review prior to submitting such proposed response to such Governmental Entity, shall take into account any recommendations of the Ceding Company that are provided to the Administrator in a timely manner with respect to such matters, and shall not unreasonably reject such recommendations; and (c) except as set forth in Section 8.1(a) and Section 8.2, supervise and control the defense and/or settlement of all examinations and Actions initiated by any Governmental Entity at its own cost and expense (except as set forth in the Master Transaction Agreement or Reinsurance Agreement), and in the name of the Ceding Company when necessary.

Regulatory Complaints. With respect to any matter examination or Action initiated by a Governmental Authority relating to the Administered Business, the Administrator shall: (a) if the Company or the Administrator receives notice of or otherwise becomes aware of such an examination or Action, the Company or the Administrator, as applicable, shall promptly notify the Ceding Company other Party thereof. The Administrator shall, except as set forth in writing Sections 7.1(b) and 7.2, supervise and control the defense and/or settlement of any such examinations or and Actions initiated by any Governmental Authority at its own cost and expense, and in the name of the Company when necessary. (b) the Company authorizes the Administrator to prepare, with a copy to the Company, a response within the Governmental Authority’s requested time frame for response or, if no such time frame is provided, within the time frame as allowed by Applicable Law; provided, that the Administrator shall provide its proposed response to the Company for its prior review and approval (which shall not be unreasonably withheld, delayed or conditioned), which shall be deemed to have been given unless the Administrator receives notice of objection to such proposed response within five (5) Business Days after receipt of such proposed response by the Company; provided, further, that, except as set forth in Section 7.2 hereof, if a response to a Governmental Entity Authority is required by Applicable Law to be filed less than fifteen (15) Business Days after receipt of the communication from the Governmental Authority that gave rise to the required response, then the proposed response shall be deemed to have been so approved unless the Administrator receives notice of objection to such proposed response within a period equal to one-third of the number of Business Days (rounded down) within which the response was required; and, (c) at the Ceding Company’s request, the Administrator shall provide to the Ceding Company a report consistent with the Administrator’s ordinary course reporting summarizing the nature of any such examination or Action by a Governmental EntityAuthority, the alleged actions or omissions giving rise to such examination or Action and copies of any files or other documents that the Ceding Company may reasonably request in connection with its review of such matters, other than such files, documents and other information as would, in the judgment of counsel to the Administrator, lead to the loss or waiver of legal privilege (it being understood that the Administrator shall use reasonable best efforts to enable such files, documents or other information to be furnished or made available to the Ceding Company or its Representatives without so jeopardizing such privilege or contravening such applicable Law or Contract, including by entering into a customary joint defense agreement or common interest agreement); (b) prepare, with a copy to the Ceding Company, a response within the Governmental Entity’s requested time frame for response or, if no such time frame is provided, within the time frame as allowed by applicable Law; provided, that the Administrator shall provide its proposed response to the Ceding Company for the Ceding Company’s review prior to submitting such proposed response to such Governmental Entity, shall take into account any recommendations of the Ceding Company that are provided to the Administrator in a timely manner with respect to such matters, and shall not unreasonably reject such recommendations; and (c) except as set forth in Section 8.1(a) and Section 8.2, supervise and control the defense and/or settlement of all examinations and Actions initiated by any Governmental Entity at its own cost and expense (except as set forth in the Master Transaction Agreement or Reinsurance Agreement), and in the name of the Ceding Company when necessary.

Regulatory Complaints. With respect to any matter relating to the Administered Business, the Administrator shall: shall (ato the extent not prohibited by Applicable Law): (i) promptly notify the Ceding Company Recipient in writing of any examinations or Actions initiated by a Governmental Entity and, at Authority of which the Ceding Company’s request, Administrator becomes aware as promptly as reasonably practicable and provide to the Ceding Company Recipient (and any third party that the Recipient may designate in writing) with a report consistent with the Administrator’s ordinary course reporting summarizing the nature of any such examination or Action by a Governmental EntityAuthority, the alleged actions or omissions omissions, if any, giving rise to such examination or Action and copies of any files or other documents that the Ceding Company Recipient may reasonably request in connection with its review of such matters, in each case, other than such files, files or documents and other information as wouldwould reasonably be expected to, in the judgment of counsel to the Administrator, lead to the loss or waiver of the Administrator’s rights in respect of legal privilege (it being understood that the Administrator shall use reasonable best efforts to enable such files, documents or other information to be furnished or made available to the Ceding Company or its Representatives without so jeopardizing such privilege or contravening such applicable Law or Contract, including by entering into a customary joint defense agreement or common interest agreement); (b) prepare, with a copy to the Ceding Company, a response within the Governmental Entity’s requested time frame for response or, if no such time frame is provided, within the time frame as allowed by applicable Lawprivilege; providedprovided that, that the Administrator shall provide (1) notify the Recipient in reasonable detail of the circumstances giving rise to any such privilege, (2) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege and (3) use its proposed response commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure of files and documents regarding such matters to the Ceding Company for the Ceding Company’s review prior Recipient to submitting occur without so jeopardizing such proposed response to such Governmental Entity, shall take into account any recommendations of the Ceding Company that are provided to the Administrator in a timely manner with respect to such matters, privilege; and shall not unreasonably reject such recommendations; and (cii) except as set forth in Section 8.1(a) and Section 8.25.1(c), supervise and control the defense and/or and settlement of all examinations and Actions initiated by any Governmental Entity Authority with respect to the Business at its own cost and expense (except as set forth in the Master Transaction Agreement or Reinsurance Agreement)expense, and in the name of the Ceding Company Recipient when necessary.; provided, that the Recipient shall have the right, but not the obligation, at its own expense, to participate fully in, but not control, the defense and settlement of any examination or Action initiated by a Governmental Authority; provided, further, that without the Recipient’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Administrator shall not settle or compromise any such examinations or Actions initiated by a Governmental Authority or enter into any Governmental Order in respect thereof, unless (x) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person by the Recipient or any of its Affiliates, (y) the sole relief provided is monetary damages that are paid in full by the Administrator and no culpability is found on the part of, and a full and complete release is provided to, the Recipient and its Affiliates, and (z) the