Ultimate Authority Over Governmental Authority Filings Sample Clauses

Ultimate Authority Over Governmental Authority Filings. From and after the Administrative Transfer Date, the Ceding Company will continue to retain the final authority with respect to any filing with or submission to any Governmental Authority in the Ceding Company’s name; provided, however, that the Ceding Company may not make any filing with or submission to any Governmental Authority to the extent such filing or submission (i) will have a material adverse impact on any Coinsured Contract, Coinsured Risk, Inuring Third Party Ceded Reinsurance Agreement and/or any Administrative Service or would be in violation of any terms and conditions contained in this Agreement, or (ii) relates to any Coinsured Contract, Coinsured Risk, Inuring Third Party Ceded Reinsurance Agreement or any Administrative Service but is not expressly required by applicable Law to be filed or submitted directly by the Ceding Company (i.e., such filing or submission can be made by the Reinsurer or any Affiliate thereof, or any of their respective Representatives acting at the direction of any of them, on behalf of the Ceding Company), in each case in this Section 4.1(a), without the prior written consent of the Reinsurer to such filing or submission, such consent not to be unreasonably withheld, conditioned, delayed or denied. Subject to Section 4.1(a) (i), the Ceding Company will not be prohibited from making any filings with or submissions to any Governmental Authority that are not primarily applicable to, and that do not expressly refer to, the Coinsured Contracts, Coinsured Risks, Inuring Third Party Ceded Reinsurance Agreements and/or any Administrative Services and that are required by any Governmental Authority having jurisdiction over the Ceding Company or otherwise required by applicable Law, provided that the Ceding Company has taken into account in good faith, and not unreasonably rejected, any recommendation of the Reinsurer provided to the Ceding Company with respect to any such requirement, filing and/or submission to the extent it applies to the Coinsured Contracts, Coinsured Risks, Inuring Third Party Ceded Reinsurance Agreements and/or any Administrative Services.
Sample 1
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Related to Ultimate Authority Over Governmental Authority Filings

  • Governmental Authorization No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • E1 Authority Data E1.1 For the purposes of clauses E1 and 2, the terms “Data Controller”, “Data Processor”, “Data Subject”, “

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Governmental Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party.

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • RIGHT TO AUDIT; SUPPORTING DOCUMENTS; AUTHORITY OF STATE AUDITOR By executing this Agreement, implementing the authority of, and accepting the benefits provided by Chapter 313 of the TEXAS TAX CODE, the Parties agree that this Agreement and their performance pursuant to its terms are subject to review and audit by the State Auditor as if they are parties to a State contract and subject to the provisions of Section 2262.154 of the TEXAS GOVERNMENT CODE and Section 313.010(a) of the TEXAS TAX CODE. The Parties further agree to comply with the following requirements:

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Governmental Authority “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

  • Governmental Entity “Governmental Entity” shall mean any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or administrative agency.

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