Common use of Staff; Designated Employees Clause in Contracts

Staff; Designated Employees. AUL shall maintain and/or contract for the services of such number of competent officers or employees as AUL reasonably determines is necessary to adequately service the Covered Contracts and otherwise carry out its duties and responsibilities under this Agreement. AUL shall make available to the Company, on a non-exclusive basis, the AUL employees listed on Exhibit E (the “Designated Employees”) to serve as employees of the Company and perform underwriting and related services on behalf of the Company. The list of Designated Employees shall be subject to change from time-to-time as determined by AUL with the approval of the Company (by the CEO or CRO) not to be unreasonably withheld; provided, however, that any person who leaves the employ of AUL shall automatically cease to be a Designated Employee. With respect to the Covered Contracts, the Designated Employees will be the only Company employees involved in underwriting, authorizing and binding the Covered Contracts. Subject to Section 2.02(b) and to the supervision and approval of AUL, the Designated Employees shall be responsible for (i) negotiating, underwriting and issuing Covered Contracts that comply with the Underwriting Guidelines and the Business Framework; (ii) providing indications, quotations and authorizations of terms and conditions for the issuance of Covered Contracts; (iii) determining premium rates and other underwriting terms and conditions with respect to the underwriting of Covered Contracts, (iv) establishing commissions, fees and other expenses to be paid to agents, producers, brokers and other intermediaries in connection with the underwriting of the Covered Contracts; (v) preparing and negotiating any related documents, including the arrangement of all collateral facilities to be put in place, in connection with the underwriting of Covered Contracts; (vi) negotiating and entering into commutations (whether partial or full) of Covered Contracts; (vii) effecting cancellations of Covered Contracts in accordance with their terms and applicable law; (viii) negotiating Outward Reinsurance on behalf of the Company; and (ix) negotiating and executing related documentation with respect to Outward Reinsurance, including related broker of record letters and confidentiality agreements; provided that the services provided in clauses (i) (with respect to negotiating only) and (iii) – (viii) above may be provided in conjunction with AUL. Subject to the terms of this Agreement, including the indemnification and exculpation provisions of Article XI, AUL shall be responsible for actions taken or omitted to be taken by the Designated Employees, other than actions or inactions taken (or omitted to be taken) at the direction of the Company.

Staff; Designated Employees. AUL AUI shall maintain and/or contract for the services of such number of competent officers or employees as AUL AUI reasonably determines is necessary to adequately service the Covered Contracts Business and otherwise carry out its duties and responsibilities under this Agreement. AUL AUI shall make available to the Company, on a non-exclusive basis, the AUL AUI employees listed on Exhibit E E. (the “"Designated Employees”") to serve as employees of the Company and perform underwriting underwriting, claims handling and related services on behalf of the Company. The list of Designated Employees shall be subject to change from time-to-time as determined by AUL AUI with the approval of the Company (by the CEO or CROCEO) not to be unreasonably withheld; provided, however, that any person who leaves the employ of AUL AUI shall automatically cease to be a Designated Employee. With respect to the Covered Contracts, the The Designated Employees will be the only Company employees (other than the CEO and other officers engaged in general oversight) involved in underwriting, authorizing and binding the Covered ContractsBusiness and Third Party Agreements and handling claims arising out of Covered Business. Subject to Section 2.02(b) and to the supervision and approval of AULAUI, the Designated Employees shall be responsible for (i) negotiating, underwriting and issuing Covered Contracts Business and Third Party Agreements that comply with the Underwriting Guidelines and the Business Framework; (ii) providing indications, quotations and authorizations of terms and conditions for the issuance of Covered ContractsBusiness and Third Party Agreements; (iii) determining premium Premium rates and other underwriting terms and conditions with respect to the underwriting of Covered ContractsBusiness and Third Party Agreements, (iv) establishing commissions, fees and other expenses to be paid to Underwriting Third Parties, Claims Third Parties, agents, producers, brokers and other intermediaries in connection with the underwriting of the Covered ContractsBusiness and Third Party Agreements; (v) preparing and negotiating any related documents, including the arrangement of all collateral facilities facilities, if any, to be put in place, in connection with the underwriting of Covered ContractsBusiness and Third Party Agreements; (vi) negotiating and entering into commutations (whether partial or full) ), policy buy-backs and novations of Covered ContractsBusiness and Outward Reinsurance; (( vii) effecting cancellations of Covered Contracts Business, Third Party Agreements and Outward Reinsurance in accordance with their terms and applicable law; (viii) negotiating and binding Outward Reinsurance on behalf of the Company; and (ix) negotiating and executing related documentation with respect to Outward Reinsurance, including related broker of record letters and confidentiality agreements; and (x) handling claims (including, without limitation, review, payments, dispute handling, audits of Claims Third Parties); provided that the services provided in clauses (i) (with respect to negotiating only) and (iii) – iii)- (viii) above may be provided in conjunction with AULAUI. Subject to the terms of this Agreement, including the indemnification and exculpation provisions of Article XIX, AUL AUI shall be responsible for actions taken or omitted to be taken by the Designated Employees, other than actions or inactions taken (or omitted to be taken) at the direction of the Company.

Staff; Designated Employees. AUL shall maintain and/or contract for the services of such number of competent officers or employees as AUL reasonably determines is necessary to adequately service the Covered Contracts Business and otherwise carry out its duties and responsibilities under this Agreement. AUL shall make available to the Company, on a non-exclusive basis, the AUL and/or AUEL employees listed on Exhibit E (the “Designated Employees”) to serve as employees of the Company and perform underwriting and related services on behalf of the Company. The list of Designated Employees shall be subject to change from time-to-time as determined by AUL with the approval of the Company (by the CEO or CROUnderwriting Committee and/or the Claims Committee, as the case may be) not to be unreasonably withheld; provided, however, that any person who leaves the employ of AUL AUL/AUEL shall automatically cease to be a Designated Employee. With respect to the Covered Contracts, the The Designated Employees will be the only Company employees involved in underwriting, authorizing and and, subject to the approval of the Underwriting Committee, binding the Covered ContractsBusiness and Third Party Agreements. Subject to Section 2.02(b) and to the supervision and approval of AUL, the Designated Employees shall be responsible for (i) negotiating, underwriting and issuing Covered Contracts Business and Third Party Agreements that comply with the Underwriting Guidelines and the Business Framework; (ii) providing indications, quotations and authorizations of terms and conditions for the issuance of Covered ContractsBusiness and Third Party Agreements; (iii) determining premium rates and other underwriting terms and conditions with respect to the underwriting of Covered ContractsBusiness and Third Party Agreements, (iv) establishing commissions, fees and other expenses to be paid to Underwriting Third Parties, Claims Third Parties, agents, producers, brokers and other intermediaries in connection with the underwriting of the Covered ContractsBusiness and Third Party Agreements; (v) preparing and negotiating any related documents, including the arrangement of all collateral facilities facilities, if any, to be put in place, in connection with the underwriting of Covered ContractsBusiness and Third Party Agreements; (vi) negotiating and entering into commutations (whether partial or full) of Covered ContractsBusiness and Outward Reinsurance; (vii) effecting cancellations of Covered Contracts Business, Third Party Agreements and Outward Reinsurance in accordance with their terms and applicable law; (viii) negotiating and, subject to the Underwriting Guidelines, binding Outward Reinsurance on behalf of the Company; and (ix) negotiating and executing related documentation with respect to Outward Reinsurance, including related broker of record letters and confidentiality agreements; provided that the services provided in clauses (i) (with respect to negotiating only) and (iii) – - (viii) above may be provided in conjunction with AUL. Subject to the terms of this Agreement, including the indemnification and exculpation provisions of Article XI, AUL shall be responsible for actions taken or omitted to be taken by the Designated Employees, other than actions or inactions taken (or omitted to be taken) at the direction of the Company.

Staff; Designated Employees. AUL (a) AUI shall maintain and/or contract for the services of such number of competent officers or employees as AUL AUI reasonably determines is necessary to adequately service the Covered Contracts Business and otherwise carry out its duties and responsibilities under this Agreement. AUL AUI shall make available to the Company, on a non-exclusive basis, the AUL AUI officers and employees listed on Exhibit E (the “Designated Employees”) to serve as employees of the Company and perform underwriting underwriting, claims handling and related services on behalf of the Company. The list of Designated Employees shall be subject to change from time-to-time as determined by AUL AUI with the approval of the Company (by the CEO or CROCEO) not to be unreasonably withheld; provided, however, that any person who leaves the employ of AUL AUI shall automatically cease to be a Designated Employee. With respect to the Covered Contracts, the Designated Employees will be the only Company employees involved in underwriting, authorizing and binding the Covered Contracts. Subject to Section Sections 2.02(b) and to the supervision and approval of AUL2.07, the Designated Employees shall be responsible for (i) negotiating, underwriting and issuing Covered Contracts Business and Third Party Agreements that comply with the Underwriting Guidelines and the Business Framework; (ii) providing indications, quotations and authorizations of terms and conditions for the issuance of Covered ContractsBusiness and Third Party Agreements; (iii) determining premium Premium rates and other underwriting terms and conditions with respect to the underwriting of Covered ContractsBusiness and Third Party Agreements, (iv) establishing commissions, fees and other expenses to be paid to Underwriting Third Parties, Claims Third Parties, agents, producers, brokers and other intermediaries in connection with the underwriting of the Covered ContractsBusiness and Third Party Agreements; (v) preparing and negotiating any related documents, including the arrangement of all collateral facilities facilities, if any, to be put in place, in connection with the underwriting of Covered ContractsBusiness and Third Party Agreements; (vi) negotiating and entering into commutations (whether partial or full) ), policy buy-backs and novations of Covered ContractsBusiness; and (vii) effecting cancellations of Covered Contracts Business and Third Party Agreements in accordance with their terms and applicable law; (viii) negotiating Outward Reinsurance on behalf of the Company; and (ix) negotiating and executing related documentation with respect to Outward Reinsurance, including related broker of record letters and confidentiality agreements; provided that the services provided in clauses (i) (with respect to negotiating only) and (iii) – (viii) above may be provided in conjunction with AUL. Subject to the terms of this Agreement, including the indemnification and exculpation provisions of Article XIX, AUL AUI shall be responsible for actions taken or omitted to be taken by the Designated EmployeesEmployees as described in clauses (i) through (vii) above, other than actions or inactions taken (or omitted to be taken) at the direction of the Company. (b) The Board of Directors may appoint certain Designated Employees as officers of the Company (“Designated Officers”). The Designated Officers in their capacities as such shall be authorized to (i) negotiate and bind Outward Reinsurance on behalf of the Company; (ii) negotiate and execute related documentation with respect to Outward Reinsurance, including related broker of record letters and confidentiality agreements; (iii) negotiate and enter into commutations (whether partial or full) and novations of Outward Reinsurance; (iv) effect cancellations of Outward Reinsurance in accordance with their terms and applicable law; (v) investigate, adjust, compromise and authorize payment of claims within payment authority limits established by the Board of Directors (including, without limitation, review, payments, dispute handling, audits of Claims Third Parties); and (vi) initiate legal actions and contest, compromise or authorize settlement of any claims being asserted in a legal proceeding in connection with the Covered Business or Outward Reinsurance within authority limits established by the Board of Directors, provided, it is understood and agreed that Designated Officers shall, when acting in the capacity as officers of the Company, owe duties to the Company separate and apart from their duties as employees of AUI that include a duty to act in the Company’s best interest and in accordance with directives of the Board of Directors and other officers of the Company to whom they are subordinate.

Staff; Designated Employees. AUL shall maintain and/or contract for the services of such number of competent officers or employees as AUL reasonably determines is necessary to adequately service the Covered Contracts and otherwise carry out its duties and responsibilities under this Agreement. AUL shall make available to the Company, on a non-exclusive basis, the AUL employees listed on Exhibit E (the “Designated Employees”) to serve as employees of the Company and perform underwriting and related services on behalf of the Company. The list of Designated Employees shall be subject to change from time-to-time as determined by AUL with the approval of the Company (by the CEO or CRO) not to be unreasonably withheld; provided, however, that any person who leaves the employ of AUL shall automatically cease to be a Designated Employee. With respect to the Covered Contracts, the Designated Employees will be the only Company employees involved in underwriting, authorizing and binding the Covered Contracts. Subject to Section 2.02(b) and to the supervision and approval of AUL, the Designated Employees shall be responsible for (i) negotiating, underwriting underwriting, binding and issuing Covered Contracts that comply with the Underwriting Guidelines and the Business Framework; (ii) providing indications, quotations and authorizations of terms and conditions for the issuance of Covered Contracts; (iii) determining premium rates and other underwriting terms and conditions with respect to the underwriting of Covered Contracts, (iv) establishing commissions, fees and other expenses to be paid to agents, producers, brokers and other intermediaries in connection with the underwriting of the Covered Contracts; (v) preparing and negotiating any related documents, including including, as reasonably requested by the Company, assisting the Company with the arrangement of all collateral facilities to be put in place, in connection with the underwriting of Covered Contracts; (vi) negotiating and entering into commutations (whether partial or full) of Covered Contracts; (vii) effecting cancellations of Covered Contracts in accordance with their terms and applicable law; (viii) negotiating Outward Reinsurance on behalf of the Company; and (ix) negotiating and executing related documentation with respect to Outward Reinsurance, including related broker of record letters and letters, confidentiality agreements, binders and treaties; provided that the services provided in clauses (i) (with respect to negotiating only) and (iii) – (viii) above may be provided in conjunction with AUL. Subject to the terms of this Agreement, including the indemnification and exculpation provisions of Article XI, AUL shall be responsible for actions taken or omitted to be taken by the Designated Employees, other than actions or inactions taken (or omitted to be taken) at the direction of the Company.