Decision Authority Sample Clauses

Decision Authority. (a) Notwithstanding any other provision of this Agreement to the contrary, HLIC shall have the right to direct the Administrator to perform any action necessary with respect to the Administered Business or the administration thereof to comply with Applicable Law, or to cease performing any action that constitutes a violation of Applicable Law to the extent such action, inaction or administration is within the control of the Administrator, in each case, taking into account the recommendations of the Administrator provided to HLIC hereunder, which HLIC shall only reject in good faith and in light of the intent of the parties to, and the stated purposes of, the Purchase Agreement, the Ancillary Agreements and this Agreement. The Administrator shall have the right to request HLIC to perform any action necessary for the Covered Insurance Policies, the Separate Accounts, and Existing Reinsurance Agreements or the administration thereof to comply with Applicable Law, or to cease performing any action that constitutes a violation of Applicable Law and HLIC shall use commercially reasonable efforts to comply with such request. (b) In the event of any dispute as to whether or not an action is required or should be suspended in order to comply with Applicable Law, such dispute shall be referred to the Coordinators, pursuant to Section 17.03.

Decision Authority. Notwithstanding anything in this Agreement to the contrary, each Ceding Company shall have the right to direct the Administrator to take any commercially reasonable action, or to refrain from taking any action in connection with, and shall retain the authority to make all final decisions with respect to the performance of the Services, in each case, to the extent necessary to comply with applicable Law or to prevent material harm to such Ceding Company or its Affiliates; provided, that before exercising such right, such Ceding Company shall consider any good faith and commercially reasonable proposal of the Administrator with respect to such compliance or prevention of material harm, taking into account the relative cost to the Administrator of the options therefor, and shall accept the Administrator’s proposal unless, in the reasonable opinion of such Ceding Company, the Administrator’s proposal will not have the effect of bringing the performance of the Services into compliance with applicable Law or preventing material harm to such Ceding Company or its Affiliates, as applicable.

Decision Authority. Buyer or its Affiliates shall be responsible for deciding when a Field Action involving some or all of the Final Vehicles is reasonably necessary to address a Field Issue and Buyer shall be responsible for conducting such a Field Action on the Final Vehicles. Notwithstanding the foregoing, Buyer agrees to provide written notice to Seller if Buyer is considering a Field Action that relates to the Base Vehicles and will consider in good faith Seller's position with respect to such Field Action. Buyer is not required to confer with Seller if the Field Action relates to a Buyer Part.

Decision Authority. In the event that either Party becomes aware of a Field Issue involving some or all of the Gravity Plus, such Party will promptly notify the other Party. Uber will reasonably cooperate in good faith with L▇▇▇▇ in connection with L▇▇▇▇’s determination of whether such Field Issue warrants either a Recall or a Service Campaign. As between the Parties, only L▇▇▇▇ will have the authority to determine whether a Recall or Service Campaign will be undertaken.

Decision Authority. A. All parties to this Memorandum of Understanding recognize that they have responsibilities under their statutory authorities that cannot be dele'gated to the committees described above and that this agreement cannot and is not intended to abrogate any of their independent decision-making responsibilities. This MOU per se is not intended to be inconsistent with any existing Federal or State law or regulation. B. All parties to this agreement agree to seek mutually agreeable solutions to the problems addressed by this Memorandum of Understanding.

Decision Authority. Notwithstanding anything in this Agreement to the contrary, MassMutual shall retain the ultimate authority to make all decisions with respect to the Administered Business to the extent necessary to comply with applicable Law or to prevent any effect that could reasonably be expected to materially interfere with the business, assets, liabilities, obligations, financial condition, results of operations or reputation of MassMutual and its Affiliates, taken as a whole; provided, that in exercising such right, MassMutual shall act in good faith, taking into account the intent of the parties to, and the stated purpose of, this Agreement and the Transaction Agreements.

Decision Authority. The authority to grant civil aircraft use of Air Force airfields is vested in: (1) Directorate of Operations, Bases and Units Division, Civil Aviation Branch (HQ USAF/XOOBC). HQ USAF/ XOOBC may act on any request for civil aircraft use of an Air Force airfield. Decision authority for the following will not be delegated below HQ USAF: (i) Use of multiple Air Force airfields except as designated in paragraph (d)(2) of this section. (ii) Those designated as 2 under Approval Authority in Table 1. (iii) Any unusual or unique purpose of use not specifically addressed in this part. (2) Major Command, Field Operating Agency, Direct Reporting Unit, or Installation Commander. With the exception of those uses specifically delegated to another decision authority, major commands (MAJCOMs), field operating agencies (FOAs), direct reporting units (DRUs) and installation commanders or designated representatives have the authority to approve or disapprove civil aircraft landing permit applications (DD Forms 2400, Civil Aircraft Certificate of Insurance; 2401; Civil Aircraft Landing Permit, and 2402, Civil Aircraft Hold Harmless Agreement) at airfields for which they hold oversight responsibilities. Additionally, for expeditious handling of short notice requests, they may grant requests for one-time, official government business flights that are in the best interest of the US Government and do not violate other provisions of this part. As a minimum, for one-time flights authorized under this section, the aircraft owner or operator must provide the decision authority with insurance verification and a completed DD Form 2402 before the aircraft operates into the Air Force airfield. Air Force authority to approve civil aircraft use of Air Force airfields on foreign soil may be limited. Commanders outside the US must be familiar with base rights agreements or other international agreements that may render inapplicable, in part or in whole, provisions of this part. Decision authority is delegated for specific purposes of use and/or locations as follows: (i) Commander, 611th Air Operations Group (AOG). The Commander, 611th AOG or a designated representative may approve commercial charters, on a case- by-case basis, at all Air Force airfields in Alaska, except Eielson and Elmendorf AFBs, if the purpose of the charter is to transport goods and/or materials, such as an electric generator or construction materials for a community center, for the benefit of remote communities that do n...

Decision Authority. Notwithstanding anything in this Agreement to the contrary, the Company shall have the right, but not the obligation, to direct the Administrator to take any reasonable action or to refrain from taking any action in connection with the performance of the Services hereunder, in each case, to the extent necessary to comply with Applicable Law, but without prejudice to the Administrator’s right to assert a bona fide dispute as to the legal premise underlying such direction.