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Party at the expiration of the Initial Term or any subsequent term with at least thirty (30) <br />days written notice to the other Party in advance of such date. The Parties may also <br />mutually agree in writing to terminate at any time. <br />2. Termination with Cause. Either Party has the right to terminate this Agreement upon at <br />least 30 days' advance written notice of such termination to the other Party if the Party to <br />whom such notice is given breaches any material provision of this Agreement. The Party <br />claiming the right to terminate shall provide the facts underlying its claim of breach and <br />cite the relevant sections of this Agreement that are claimed to have been breached. <br />Remedy of such breach to the satisfaction of the other Party, within 30 days of the receipt <br />of such notice, shall revive this Agreement for the remaining portion of its then -current <br />term, subject to any other rights of termination contained in this Agreement. <br />C. Effect of Termination <br />1. Termination of this Agreement for whatever reason, shall not terminate the rights or <br />liabilities of either Party arising out of a period prior to termination. <br />Ameritas will continue to process all claims received on or before the date the Agreement <br />is terminated. Upon request, and with appropriate guarantees of funding and agreement to <br />Administrative Service Charges from Plan Sponsor, Ameritas will, for a period of ninety <br />(90) days subsequent to the date of termination of this Agreement, continue to process <br />those standard claims containing expenses for services performed prior to the date of <br />termination of this Agreement which claims are received during said ninety (90) day <br />period. At the expiration of said ninety (90) day period, Ameritas will cease all claim <br />processing in accordance with (3) hereof. <br />Plan Sponsor agrees to reimburse Ameritas in the same manner as provided for in <br />accordance with Section IV. B., for benefit payments made subsequent to the date of <br />termination until all payments made by Ameritas have been reimbursed by Plan Sponsor. <br />Section VII. General Provisions <br />A. Plan Administration <br />1. The Plan Sponsor is the fiduciary with respect to the management, and administration of <br />the Plan and Ameritas does not insure or underwrite the liability of the Plan Sponsor under <br />the Plan. Ameritas shall not have discretionary authority or control over plan management <br />or disposition of assets of the Plan (including final claim decisions). In no event shall <br />Ameritas be responsible for Plan Sponsor's compliance with the requirements of ERISA <br />or PHSA if applicable. Ameritas shall not be responsible for complying with the provisions <br />of any federal or state laws and regulations pertaining to the Plan and Plan administration <br />(except as to its non -fiduciary administrative functions regarding processing claims and <br />customer claims service). The Plan Sponsor has final complete discretion to construe or <br />interpret the provisions of the Plan, to determine eligibility for benefits from the Plan, to <br />determine the type and extent of benefits, to be provided by the Plan, and to make final <br />claims decisions under the Plan. Plan Sponsor's decisions in such matters shall be <br />controlling, binding, and final. By this Agreement, Plan Sponsor is delegating to Ameritas <br />