Common use of Ultimate Authority Clause in Contracts

Ultimate Authority. Notwithstanding any other provision of this Agreement, the Administrative Services Agreement or the Andesa Administrative Services Agreements, Cedant shall retain the ultimate authority to make all decisions with respect to the administration of the Reinsured Policies 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 Cedant and its Affiliates, taken as a whole; provided, that in exercising such right, Cedant shall act in good faith, taking into account the intent of the parties to, and the stated purpose and terms and conditions of, this Agreement and the Ancillary Agreements.