Common use of Ultimate Authority Clause in Contracts

Ultimate Authority. Notwithstanding any other provision contained in this Agreement to the contrary, the Company shall (i) retain the ultimate authority to make all final decisions with respect to the administration of the Policies, taking into account the recommendations of the Administrator provided to the Company hereunder, which the Company shall only reject in good faith and in light of the intent of the Parties and (ii) have the right to direct the Administrator to perform any action necessary for the Policies or the administration thereof to comply with Applicable Law, or to cease performing any action that constitutes a violation of Applicable Law and would reasonably be expected to have an adverse impact on the Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sun Life Financial Inc)

Ultimate Authority. Notwithstanding any other provision contained in this Agreement to the contrary, the Company shall (ia) retain the ultimate authority to make all final decisions with respect to the administration of the PoliciesReinsured Policies and Subject Contracts, taking into account the recommendations of the Administrator provided to the Company hereunder, which the Company shall may only reject in good faith and in light of the intent of the Parties and (iib) have the right to direct the Administrator to perform any action necessary for the Reinsured Policies or Subject Contracts or the administration thereof to comply with Applicable Law, or to cease performing any action that constitutes a violation of Applicable Law and would reasonably be expected to have an adverse impact on the Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sun Life Financial Inc)

Ultimate Authority. Notwithstanding any other provision contained in this Agreement to the contrary, the Company shall (ia) retain the ultimate authority to make all final decisions with respect to the administration of the PoliciesReinsured Policies and Subject Contracts, taking into account the recommendations of the Administrator provided to the Company hereunder, which the Company shall only reject in good faith and in light of the intent of the Parties and (iib) have the right to direct the Administrator to perform any action necessary for the Reinsured Policies or Subject Contracts or the administration thereof to comply with Applicable Law, or to cease performing any action that constitutes a violation of Applicable Law and would reasonably be expected to have an adverse impact on the Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sun Life Financial Inc)