As to the Company Sample Clauses

As to the Company. The restrictions on the Company under Section 2.7(a) of this Agreement shall terminate at the option of the Company upon 10 days' notice to the Fund: (a) if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by the Company, and the Fund, after receiving written notice from the Company of such non-availability, fails to make available a sufficient number of Fund shares to meet the requirements of the Contracts within 10 days after receipt thereof; or (b) upon institution of formal proceedings against the Fund by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; or (c) if the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes the Fund may fail to so qualify, and the Fund, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; or (d) if the Fund fails to meet the diversification requirements specified in Section 817(h) of the Code and any regulations thereunder, and the Fund, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; or (e) if the Fund informs the Company pursuant to Section 4.4 that the Fund will not comply with investment restrictions as requested by the Company, and the Fund and the Company are unable to agree upon any reasonable alternative accommodations; or (f) upon receipt by the Company of any necessary regulatory approvals and the vote of the Contract Owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. The Company will give 30 days' prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund's shares; or (g) upon a material breach of any provision of this Agreement by either the Fund or the Adviser; or (h) if the Company determines in its sole judgment exercised in good faith, that either the Fund or the Adviser has suffered a material adverse change in its business, operations, or financial conditions since the date of this Agreement or is the subject of material adverse publicity which is likely...

As to the Company. The restrictions on the Company under ----------------- Section

As to the Company. The Company may not pay the principal of, or any premium or interest on, Subordinated Debt Securities or make any deposit pursuant to Article Eight with respect to such Subordinated Debt Securities and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Section 3.08, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to Sections 3.08 and 3.09) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if (i) any principal, premium or interest in respect of Senior Indebtedness of the Company is not paid when due, including any applicable grace period (including at Maturity) or (ii) any other default on Senior Indebtedness of the Company occurs and the Maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may pay the Subordinated Debt Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness of the Company. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the Maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness of the Company specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediate...

As to the Company. The Company may elect to cease investing in the Trust, promoting the Trust as an investment option under the Contracts, or withdraw its investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 30 days of the occurrence of any of the following events: (a) if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by the Company, and the Trust, after receiving written notice from the Company of such non-availability, fails to make available a sufficient number of Trust shares to meet the requirements of the Contracts within 10 days after receipt thereof; (b) upon institution of formal proceedings against the Trust, the Distributor or the Adviser by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; (c) if, with respect to the Trust or a Series, the Trust or the Series ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; (d) if any Series of the Trust in which the Account invests fails to meet the diversification requirements specified in Section 817(h) of the code and any regulations thereunder and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; (e) if the Trust informs the Company pursuant to Section 4.4 that the Trust will not comply with investment restrictions as requested by the Company and the Trust and the Company are unable to agree upon any reasonable alternative accommodations; (f) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be; or (g) if the Company shall determine, in their sole judgment exercised in good faith, that either (1) the Trust or Distributor shall have suffered a material adverse change in their business or financial condition or (2) the Trust or Distributor shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company...

As to the Company. Except as set forth in the Seller Disclosure Schedules, each of the Company and Sellers represents and warrants to Purchaser as of the date hereof as follows:

As to the Company. Except with respect to a successor entity (as described below), the Company may not assign any rights or obligations hereunder without the prior written consent of Manager. The Company shall require any person who is the successor (whether direct or indirect, by purchase, exchange, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company (a “Successor Transaction”) to expressly assume the obligations of the Company hereunder. The “Company” as used in this Agreement shall expressly include any such successors in a Successor Transaction.

As to the Company. For purposes of this Article IV (excluding Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.12(c)), each reference to the Company will be deemed to include a reference to the US Subsidiary. Except as set forth in the disclosure schedules delivered by the Sellers to Buyer on or before Closing Date (the “Disclosure Schedules”), the Founders severally but not jointly represent and warrant for the benefit of Buyer as follows:

As to the Company. The Company shall indemnify and hold harmless the Agency and its Producers, directors, officers and employees from and against any and all claims, causes of action, liabilities, demands, costs, fees (including reasonable attorney’s fees), expenses, suits, judgments, adjudications and losses of whatever kind or nature arising or incurred as a result of:

As to the Company. The Company shall indemnify and hold harmless the Member Agency and its Producers, directors, officers and employees from and against any and all claims, causes of action, liabilities, demands, costs, fees (including reasonable attorney’s fees), expenses, suits, judgments, adjudications and losses of whatever kind or nature arising or incurred as a result of the acts or omissions of the Company in connection with this Agreement. The Member Agency shall notify the Company, in writing, within twenty-four (24) hours, of its receipt of any notice of action relating to any of the above-referenced liabilities, and the Company shall be entitled to participate in such action or to assume the defense of any such action. If the Company assumes the defense of any such action, it shall not be liable for any legal or other expenses subsequently incurred by the Member Agency and/or its Producers, directors, officers or employees absent the Company’s approval, in writing, of such expenses. The Member Agency shall indemnify and hold harmless the Company and its directors, officers and employees from and against any and all claims, causes of action, liabilities, demands, costs, fees (including reasonable attorney’s fees), expenses, suits, judgments, adjudications and losses of whatever kind or nature arising or incurred as a result of the acts or omissions of the Member Agency in connection with this Agreement. The Company shall notify the Member Agency, in writing, within twenty-four (24) hours, of its receipt of any notice of action relating to any of the above-referenced liabilities, and the Member Agency shall be entitled to participate in such action or to assume the defense of any such action. If the Member Agency assumes the defense of any such action, it shall not be liable for any legal or other expenses subsequently incurred by the Company and/or its directors, officers or employees absent the Member Agency’s approval, in writing, of such expenses. The Member Agency hereby agrees to indemnify and hold IIANJ Marketing Programs and its affiliates, and its and their officers, directors, employees and agents, harmless from any and all claims, losses, costs, expenses, deficiencies, liabilities, obligations or damages (including related counsel fees and disbursements) arising from or in any manner related to (i) any inaccurate representation made in this Agreement, (ii) any breach of any of the agreements or warranties or any default in the performance of any of the co...

As to the Company. The restrictions on the Company under Section 10.5 of this Agreement shall terminate at the option of the Company upon 10 days’ notice to the Fund: (a) upon the Company’s determination that shares of a Series are not reasonably available to meet the requirements of the Contracts; provided that such termination shall apply only to the Series not reasonably available; (b) in the event that formal administrative proceedings are instituted against the Fund or Distributer by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Distributer to perform its obligations under this Agreement; or (c) in the event any Series ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof, or if the Company reasonably believes that such Series may fail to so qualify or comply; or (d) upon any substitution of the shares of another investment company or series thereof for shares of a Series in accordance with the terms of the Contract, provided that the Company has given at least 45 days prior written notice to the Fund of the date of substitution; or (e) if the Company shall determine, in its sole judgment exercised in good faith, that the Fund, the Adviser, or the Distributer has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity.