Decision Authority. Notwithstanding anything in this Agreement to the contrary, the Ceding Company shall have the right to direct the Administrator to take any 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; provided, that in exercising such right, the Ceding Company 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.
Decision Authority. (a) Notwithstanding any other provision of this Agreement to the contrary, IXX 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 IXX hereunder, which IXX 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 IXX 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 IXX shall use commercially reasonable efforts to comply with such request.
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. 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.
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.
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.
