Common use of Decision Authority Clause in Contracts

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.