Common use of By Distributor Clause in Contracts

By Distributor. DISTRIBUTOR represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of California and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement, (b) it is a member in good standing of the NASD and that it has obtained all approvals necessary to offer the Contracts and otherwise enter into and carry out all transactions contemplated by this Agreement, has obtained or will obtain all approvals, licenses, authorizations, orders or consents, and shall be duly registered or otherwise qualified under the securities and insurance laws of any state or other jurisdiction where offers or sales of the Contracts may be made, (c) it is bonded as required by all applicable laws and regulations and that it will carry out its sales and underwriting obligations hereunder in continued compliance with the NASD Rules of Fair Practice and federal and state securities laws and regulations and state insurance laws and regulations, (d) it is duly registered with the SEC as a broker-dealer under the 1934 Act, and that the activities of DISTRIBUTOR shall be in compliance with applicable federal and state securities laws and regulations in all material respects, (e) neither it nor its Associated Agencies shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract Prospectus, registration statements, annual or semi-annual reports of each Account, or in other written materials prepared by or on behalf of AGL, and (f) to the extent that DISTRIBUTOR assigns rights or obligations under this Agreement to an Associated Agency pursuant to Section 8 hereof, DISTRIBUTOR represents and warrants that such Associated Agency will have and maintain all governmental approvals, licenses, authorizations, orders or consents that are necessary for it to be assigned such rights and perform any such obligations. In addition, the representations and warranties made by DISTRIBUTOR in this Section 4.3 shall be read to apply to the Associated Agency where the context so requires.

By Distributor. DISTRIBUTOR represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of California Delaware and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement, (b) it is a member in good standing of the NASD and that it has or the VKAC Associated Agencies have or will have obtained all approvals necessary to offer the Contracts and otherwise enter into and carry out all transactions contemplated by this Agreement, has have obtained or will obtain all approvals, licenses, authorizations, orders or consents, and shall be duly registered or otherwise qualified under the securities and insurance laws of any state or other jurisdiction where offers or sales of the Contracts may be made, (c) it or each VKAC Associated Agency is bonded as required by all applicable laws and regulations and that it will carry out its or their sales and underwriting obligations hereunder in continued compliance with the NASD Rules of Fair Practice and federal and state securities laws and regulations and state insurance laws and regulations, (d) it is duly registered with the SEC as a broker-dealer under the 1934 Act, and that the activities of DISTRIBUTOR shall be in compliance with applicable federal and state securities laws and regulations in all material respects, (e) neither it nor any of its Sales Persons or the VKAC Associated Agencies shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract Prospectus, registration statements, annual or semi-annual reports of each Account, or in other written materials prepared or approved by or on behalf of AGLAGNY, and (f) to the extent that DISTRIBUTOR assigns rights or obligations under this Agreement to an Associated Agency pursuant to Section 8 hereof, DISTRIBUTOR represents and warrants that such Associated Agency will have and maintain all governmental approvals, licenses, authorizations, orders or consents that are necessary for it to be assigned such rights and perform any such obligations. In addition, the representations and warranties made by DISTRIBUTOR in this Section 4.3 shall be read to apply to the each VKAC Associated Agency where the context so requires.

By Distributor. DISTRIBUTOR represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of California Delaware and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement, (b) it is a member in good standing of the NASD and that it has or the VKAC Associated Agencies have or will have obtained all approvals necessary to offer the Contracts and otherwise enter into and carry out all transactions contemplated by this Agreement, has have obtained or will obtain all approvals, licenses, authorizations, orders or consents, and shall be duly registered or otherwise qualified under the securities and insurance laws of any state or other jurisdiction where offers or sales of the Contracts may be made, (c) it or each VKAC Associated Agency is bonded as required by all applicable laws and regulations and that it will carry out its or their sales and underwriting obligations hereunder in continued compliance with the NASD Rules of Fair Practice and federal and state securities laws and regulations and state insurance laws and regulations, (d) it is duly registered with the SEC as a broker-dealer under the 1934 Act, and that the activities of DISTRIBUTOR shall be in compliance with applicable federal and state securities laws and regulations in all material respects, (e) neither it nor any of its Sales Persons or the VKAC Associated Agencies shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract Prospectus, registration statements, annual or semi-annual reports of each Account, or in other written materials prepared or approved by or on behalf of AGL, and (f) to the extent that DISTRIBUTOR assigns rights or obligations under this Agreement to an Associated Agency pursuant to Section 8 hereof, DISTRIBUTOR represents and warrants that such Associated Agency will have and maintain all governmental approvals, licenses, authorizations, orders or consents that are necessary for it to be assigned such rights and perform any such obligations. In addition, the representations and warranties made by DISTRIBUTOR in this Section 4.3 shall be read to apply to the each VKAC Associated Agency where the context so requires.

By Distributor. DISTRIBUTOR represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of California Washington and has full fully power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement, (b) it is a member in good standing of the NASD and that it has obtained all approvals necessary to offer the Contracts and otherwise enter into and carry out all transactions contemplated by this Agreement, has obtained or will obtain all approvals, licenses, authorizations, orders or consents, and shall be duly registered or otherwise qualified under the securities and insurance laws of any state or other jurisdiction where offers or sales of the Contracts may be made, (c) it is bonded as required by all applicable laws and regulations and that it will carry out its sales and underwriting obligations hereunder in continued compliance with the NASD Conduct Rules of Fair Practice the NASD and federal and state securities laws and regulations and state insurance laws and regulations, (d) it is duly registered with the SEC as a broker-dealer under the 1934 Act, and that the activities of DISTRIBUTOR shall be in compliance with applicable federal and state securities laws and regulations in all material respects, (e) neither it nor its Associated Agencies shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract Prospectus, registration statements, annual or semi-annual reports of each Account, or in other written materials prepared by or on behalf of AGL, and (f) to the extent that DISTRIBUTOR assigns rights or obligations under this Agreement to an Associated Agency pursuant to Section 8 hereof, DISTRIBUTOR represents and warrants that such Associated Agency will have and maintain all governmental approvals, licenses, authorizations, orders or consents that are necessary for it to be assigned such rights and perform any such obligations. In addition, the representations and warranties made by DISTRIBUTOR in this Section 4.3 shall be read to apply to the Associated Agency where the context so requires.

By Distributor. DISTRIBUTOR Distributor hereby represents and warrants thatto Licensor as follows: (ai) All information provided by Distributor to Licensor to induce Licensor to enter into this Agreement was true and complete in all material respects on and as of the date such information was provided and is true and complete in all material respects on and as of the Effective Date. (ii) Distributor has conducted an independent investigation of the business contemplated by this Agreement and recognizes that it involves business risks, making the success of the venture largely dependent upon Distributor’s own business abilities, efforts and judgments, and the services of its employees. Distributor has not received or relied upon any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business contemplated by this Agreement. (iii) Distributor is aware of the fact that other present or future Authorized Distributors may operate under different forms of agreement and consequently that Licensor’s obligations and rights with respect to other Authorized Distributors may differ materially in certain circumstances. (iv) Distributor is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of California Florida. Distributor has the power and has full powerauthority and all governmental licenses, authorityauthorizations, consents and legal right approvals to execute, deliver, and perform its duties and comply with its obligations under this Agreement, (b) it . Distributor is duly qualified as a member foreign corporation and in good standing under [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the laws of each jurisdiction where its ownership, lease or operation of property or the NASD and conduct of its business requires such qualification, except to the extent that it has obtained all approvals necessary the failure to offer the Contracts and otherwise enter into and be so qualified would not adversely affect Distributor’s ability to carry out all its obligations under or consummate the transactions contemplated by this Agreement. (v) The execution, delivery and performance by Distributor of this Agreement (a) has obtained been duly authorized by all necessary corporate action and (b) does not and will not violate any requirement of applicable law, contravene the terms of its Articles of Incorporation or will obtain all approvalsBy-Laws, licenses, authorizations, orders or consents, and shall be duly registered conflict with or otherwise qualified under the securities and insurance laws result in a breach of any state contractual obligation to which Distributor is party or other jurisdiction where offers any order, injunction, writ or sales decree of the Contracts may be made,any governmental authority to which Distributor or its property is subject. (cvi) it is bonded as required by all applicable laws This Agreement constitutes the legal, valid and regulations and that it will carry out binding obligation of Distributor, enforceable against Distributor in accordance with its sales and underwriting obligations hereunder in continued compliance with the NASD Rules of Fair Practice and federal and state securities laws and regulations and state insurance laws and regulations, (d) it is duly registered with the SEC as a broker-dealer under the 1934 Act, and that the activities of DISTRIBUTOR shall be in compliance with applicable federal and state securities laws and regulations in all material respects, (e) neither it nor its Associated Agencies shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract Prospectus, registration statements, annual or semi-annual reports of each Account, or in other written materials prepared by or on behalf of AGL, and (f) to the extent that DISTRIBUTOR assigns rights or obligations under this Agreement to an Associated Agency pursuant to Section 8 hereof, DISTRIBUTOR represents and warrants that such Associated Agency will have and maintain all governmental approvals, licenses, authorizations, orders or consents that are necessary for it to be assigned such rights and perform any such obligations. In addition, the representations and warranties made by DISTRIBUTOR in this Section 4.3 shall be read to apply to the Associated Agency where the context so requiresterms.

By Distributor. DISTRIBUTOR Distributor hereby represents and warrants thatto Licensor as follows: (ai) All information provided by Distributor to Licensor to induce Licensor to enter into this Agreement was true and complete in all material respects on and as of the date such information was provided and is true and complete in all material respects on and as of the Effective Date. (ii) Distributor has conducted an independent investigation of the business contemplated by this Agreement and recognizes that it involves business risks, making the success of the venture largely dependent upon Distributor’s own business abilities, efforts and judgments, and the services of its employees. Distributor has not received or relied upon any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business contemplated by this Agreement. (iii) Distributor is aware of the fact that other present or future Authorized Distributors may operate under different forms of agreement and consequently that Licensor’s obligations and rights with respect to other Authorized Distributors may differ materially in certain circumstances. (iv) Distributor is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of California Florida. Distributor has the power and has full powerauthority and all governmental licenses, authorityauthorizations, consents and legal right approvals to execute, deliver, and perform its duties and comply with its obligations under this Agreement, (b) it . Distributor is duly qualified as a member foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the NASD and conduct of its business requires such qualification, except to the extent that it has obtained all approvals necessary the failure to offer the Contracts and otherwise enter into and be so qualified would not adversely affect Distributor’s ability to carry out all its obligations under or consummate the transactions contemplated by this Agreement. (v) The execution, delivery and performance by Distributor of this Agreement (a) has obtained been duly authorized by all necessary corporate action and (b) does not and will not violate any requirement of applicable law, contravene the terms of its Articles of Incorporation or will obtain all approvalsBy-Laws, licenses, authorizations, orders or consents, and shall be duly registered conflict with or otherwise qualified under the securities and insurance laws result in a breach of any state contractual obligation to which Distributor is party or other jurisdiction where offers any order, injunction, writ or sales decree of the Contracts may be made,any governmental authority to which Distributor or its property is subject. (cvi) it is bonded as required by all applicable laws This Agreement constitutes the legal, valid and regulations and that it will carry out binding obligation of Distributor, enforceable against Distributor in accordance with its sales and underwriting obligations hereunder in continued compliance with the NASD Rules of Fair Practice and federal and state securities laws and regulations and state insurance laws and regulations, (d) it is duly registered with the SEC as a broker-dealer under the 1934 Act, and that the activities of DISTRIBUTOR shall be in compliance with applicable federal and state securities laws and regulations in all material respects, (e) neither it nor its Associated Agencies shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract Prospectus, registration statements, annual or semi-annual reports of each Account, or in other written materials prepared by or on behalf of AGL, and (f) to the extent that DISTRIBUTOR assigns rights or obligations under this Agreement to an Associated Agency pursuant to Section 8 hereof, DISTRIBUTOR represents and warrants that such Associated Agency will have and maintain all governmental approvals, licenses, authorizations, orders or consents that are necessary for it to be assigned such rights and perform any such obligations. In addition, the representations and warranties made by DISTRIBUTOR in this Section 4.3 shall be read to apply to the Associated Agency where the context so requiresterms.

By Distributor. DISTRIBUTOR represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of California Delaware and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement, (b) it is a member in good standing of the NASD and that it has or the VK Funds Associated Agencies have or will have obtained all approvals necessary to offer the Contracts and otherwise enter into and carry out all transactions contemplated by this Agreement, has have obtained or will obtain all approvals, licenses, authorizations, orders or consents, and shall be duly registered or otherwise qualified under the securities and insurance laws of any state or other jurisdiction where offers or sales of the Contracts may be made, (c) it or each VK Funds Associated Agency is bonded as required by all applicable laws and regulations and that it will carry out its or their sales and underwriting obligations hereunder in continued compliance with the NASD Rules of Fair Practice and federal and state securities laws and regulations and state insurance laws and regulations, (d) it is duly registered with the SEC as a broker-dealer under the 1934 Act, and that the activities of DISTRIBUTOR shall be in compliance with applicable federal and state securities laws and regulations in all material respects, (e) neither it nor any of its Sales Persons or the VK Funds Associated Agencies shall make any representations concerning the Contracts, except those contained in or reasonably derived from the Contract Prospectus, registration statements, annual or semi-annual reports of each Account, or in other written materials prepared or approved by or on behalf of AGLUSL, and (f) to the extent that DISTRIBUTOR assigns rights or obligations under this Agreement to an Associated Agency pursuant to Section 8 hereof, DISTRIBUTOR represents and warrants that such Associated Agency will have and maintain all governmental approvals, licenses, authorizations, orders or consents that are necessary for it to be assigned such rights and perform any such obligations. In addition, the representations and warranties made by DISTRIBUTOR in this Section 4.3 shall be read to apply to the each VK Funds Associated Agency where the context so requires.