Ultimate Authority. Notwithstanding any other provision of this Agreement, the Ceding Company shall retain the ultimate authority to make all final decisions with respect to the administration of the Reinsured Policies, the NICO Reinsurance Agreement and the Ceded Reinsurance Agreements; provided, that nothing in this Section 2.05 is intended to relieve the Ceding Company for any liability for any breach of the terms and conditions of this Agreement resulting from exercise of such ultimate authority.
Ultimate Authority. Notwithstanding, and without limitation of, any other provision of this Agreement, the Cedant shall retain the ultimate authority to make all final decisions with respect to the administration of the Reinsured Policies and the [*] Third Party Reinsurance Contracts.
Ultimate Authority. Notwithstanding any other provision contained in this Agreement to the contrary, the Company shall (a) retain the ultimate authority to make all final decisions with respect to the administration of the Reinsured 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 (b) 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.
Ultimate Authority. Except as otherwise provided herein, and subject to the terms and conditions hereof, the Cedant shall retain the ultimate authority to make all final decisions with respect to the administration of the Subject Annuities.
Ultimate Authority. Notwithstanding any other provision of this Agreement, UCIC shall retain and have ultimate control and responsibility of the functions delegated to CCC pursuant to this Agreement. Moreover, notwithstanding any other provision of this Agreement, FPIC shall retain ultimate authority over the adjusting and settling of claims and, with respect to any claim or loss of any amount, FPIC may, at any time prior to the final settlement of such claim or loss, take over the entire defense and control of such claim or loss.
Ultimate Authority. The Commission shall be the ultimate authority, as defined in IC 4- 21.5-1-15, for all Commission actions unless otherwise identified in this MOU or in any other written designation by the Commission.
Ultimate Authority. Although Operator shall be responsible for and is authorized to conduct the day-to-day sale of fuel at the Truck Stop, Establishment Licensee does hereby reserve and shall have ultimate authority and control over the operations and fuel pricing at the Truck Stop, as would be required to satisfy any and all regulatory obligations for the continued operation of the Truck Stop and the video gaming devices located in the gaming area, including the right to terminate this contract upon the disapproval of the Louisiana Gaming Control Board of this contract or upon the disapproval of this contract by any other regulatory agency which requires said approval. This Agreement shall not be considered or interpreted as a lease between the parties, nor shall it be construed that Operator has any control whatsoever of the fuel facilities of the Truck Stop.
Ultimate Authority. Notwithstanding any other provision contained in this Agreement to the contrary, each Service Recipient shall, to the full extent required by applicable Law (i) retain the ultimate authority to make all final decisions with respect to the administration of the Business and the Policies and (ii) have the right to direct the Administrator in its capacity as administrator to perform any action necessary for the Policies to comply with applicable Law, to cease performing any action that constitutes a violation of applicable Law or to take any action, or to refrain from taking any action, to prevent material irreparable harm to the Service Recipients or their Affiliates; provided, that in exercising such right, the Service Recipients shall act in good faith, taking into account the intent of the parties to, and the stated purposes of, this Agreement and the Transaction Agreements.
Ultimate Authority. The Insurer shall at all times retain the right to direct, approve or disapprove any action hereunder taken on its behalf by Distributor. The Insurer has the sole authority to approve or reject applications or payments and maintains ultimate responsibility for underwriting. Anything in this Agreement to the contrary notwithstanding, the Insurer retains the ultimate right to control the sale of the Contracts and to appoint and discharge any insurance agent of the Insurer.
Ultimate Authority. Subject to Section 12.1, Endurance shall have the ultimate authority with respect to any matter relating to the Claims Services.
