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HMA TPA Agreement Page 13 4/22 <br />right, in its sole and absolute discretion, to terminate this Agreement immediately <br />if: <br />(i)After written notice to cure, the Plan Sponsor fails to cure a material <br />breach of any provision of this Agreement within ten days of the date of <br />the notice to cure. A material breach includes, but is not limited to, failure <br />to pay fees or charges owing HMA, failure to fund benefit payments in a <br />timely manner, or failure to fund the Designated Account as specified in <br />Section 5 above. The notice to cure shall describe the nature of the breach <br />with reasonable particularity; or <br />(ii)The Plan Sponsor becomes insolvent, is adjudicated bankrupt, voluntarily <br />files or permits the filing of a petition in bankruptcy, makes an assignment <br />for the benefit of creditors, or seeks any similar relief under any bankruptcy <br />laws or related statutes. <br />(d)Termination of Plan. If the Plan is terminated, for whatever reason, this <br />Agreement shall automatically terminate as of the effective date of such <br />termination except as set forth in 7(c) if run-out processing is elected. <br />8.Effect of Termination. Upon termination of this Agreement, all obligations of HMA <br />hereunder, specifically including but not limited to all obligations to process claims for <br />benefits and disburse benefit payments, shall terminate, and all rights of Plan Sponsor <br />hereunder shall cease, and HMA shall not be liable to Plan Sponsor for any damage <br />whatsoever sustained or arising out of, or alleged to have arisen out of, such termination. <br />Notwithstanding anything express or implied herein to the contrary, the termination of this <br />Agreement shall not affect the right of HMA to receive and recover all fees then owing by <br />the Plan Sponsor to HMA hereunder or the rights of the parties under Sections 9 and 10 of <br />this Agreement. <br />9.Indemnification and Lawsuits Against the Parties <br />(a)Claims Disputes. In the event a dispute arises with a Participant or other third <br />party over GHP benefits or any action taken by HMA related to the payment of <br />GHP benefits in the performance of HMA's duties under the Agreement (referred <br />to in this Agreement as a "Claim Dispute"), the Parties agree to the following: <br />(i) When a Party reasonably determines that a Claim Dispute may arise, the <br />Party will promptly notify the other Parties in writing as to the issues <br />involved in the Claim Dispute; and <br />(ii)If HMA is a party to any legal action related to or arising out of a Claim <br />Dispute, HMA will defend itself against any such legal action (including, <br />but not limited to, litigation, arbitration, and/or mediation) brought by or <br />on behalf of any Participant or other third party, and HMA will have full <br />discretionary authority in all matters related to the conduct, defense, or <br />settlement of any such action, including, but not limited to, the selection <br />of counsel and pursuit of any counter- or cross-claim. As provided in <br />Section 9(b), GHP and Plan Sponsor, jointly and severally, shall are <br />responsible for pay HMA's legal fees and costs, including attorney fees, <br />incurred by HMA in defending any legal action related to or arising out of <br />a Claim Dispute, in addition to GHP and Plan Sponsor’s indemnity <br />obligations set forth in Section 9(b). including but not limited to, the <br />payment of counsel and filing, court, arbitrator, mediator, and other