Common use of By Liberty Clause in Contracts

By Liberty. Liberty represents, warrants and covenants that: ---------- (a) it is a corporation duly incorporated, validly existing and in good standing under the laws of South Carolina; (b) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by Liberty; (d) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement except any necessary prior notices to the Missouri Department of Insurance pursuant to section 382.195.1 RSMo or to the South Carolina Department of Insurance pursuant to section 38-21-250 of the Xxxth Carolina Code; (e) it has not, and will not, disclose any Confidential Information of Customer in violation of the terms of this Agreement; (f) the Customer Services and the Additional Services shall be rendered by personnel reasonably qualified by training and experience to perform such services; (g) the Customer Services and the Additional Services do not and will not infringe upon the proprietary rights of any third party; (h) the Liberty Software (i) is original works of authorship of which Liberty is the owner or licensee of all right, title and interest; with the right to sublicense to Customer; (ii) is not subject to any valid patent, copyright, trademark or any other proprietary rights of any third party; and (iii) does not and will not infringe upon the proprietary rights of any third party; (i) the Customer Services and the Additional Services will be provided with diligence and shall be executed in a workmanlike manner in accordance with practices and professional standards used in well-managed operations performing services similar to the Customer Services and the Additional Services; (j) Liberty has, or prior to the performance of any Customer Services will have, all licenses and permits from state or federal regulatory authorities required for the performance of the Customer Services and the Additional Services; (k) there is no claim, action, suit, investigation, or proceeding pending or, to Liberty's knowledge, contemplated or threatened against Liberty which seeks damages or penalties in connection with any of the transactions contemplated by this Agreement or to restrict or delay the transactions contemplated hereby or to limit in any manner the Customer's rights under this Agreement; (l) there are no brokers with claims to fees based upon the transactions contemplated under this Agreement; and (m) the nature of Liberty's obligations are time sensitive, and accordingly, time is of the essence in the performance of Liberty's obligations under this Agreement.

By Liberty. Liberty represents, warrants and covenants that: ----------: (a) it is a corporation duly incorporated, validly existing and in good standing under the laws of South Carolina; (b) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by Liberty; (d) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement except any necessary prior notices to the Missouri Department of Insurance pursuant to section 382.195.1 RSMo or to the South Carolina Department of Insurance pursuant to section 38-21-250 of the Xxxth Carolina CodeAgreement; (e) it has not, and will not, disclose any Confidential Information of Customer UFL in violation of the terms of this Agreement; (f) the Customer Base Services and the Additional Services shall be rendered by personnel reasonably qualified by training and experience to perform such services; (g) the Customer Base Services and the Additional Services do not and will not infringe upon the proprietary rights of any third party; (h) the Liberty Software (i) is is, and the Modified Software developed by Liberty when delivered will be, original works of authorship of which Liberty is the owner or licensee of all right, title and interest; with the right to sublicense to Customer; (ii) is are not subject to any valid patent, copyright, trademark or any other proprietary rights of any third party; and (iii) does do not and will not infringe upon the proprietary rights of any third party; (i) the Customer Base Services and the Additional Services will be provided with diligence and shall be executed in a workmanlike manner in accordance with practices and professional standards used in well-managed operations performing services similar to the Customer Base Services and the Additional Services; (j) it will use all commercially reasonable efforts to complete the Software Modification Services (including making the Modified Software, the Liberty Software and the Third Party Software, other than software on which no PNL Policies other than the Pan Western and Brookings blocks are currently being processed, Year 2000 Compliant) and Data Conversion Services, and commence the Data Processing Services with respect to all Policies except the Pan Western and Brookings blocks by December 31, 1998; (k) it has obtained all consents, approvals, licenses or assignments necessary to perform the Base Services and the Additional Services; (l) Liberty will take reasonable precautions and will apply testing procedures to assure that the Liberty Software, Third Party Software and the Modified Software are free from material reproducible programming errors and defects in workmanship and materials, and the Modified Software will conform in all material respects to the Specifications. If material reproducible programming errors are discovered, Liberty shall promptly remedy them at no additional expense to UFL; (m) Liberty will take reasonable precautions and will use industry-accepted virus scan software to verify that no portion of the Liberty Software, Third Party Software or the Modified Software contains or will contain any protection feature designed to prevent its use. This includes, without limitation, any computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the Liberty Software or the Modified Software. Liberty further warrants that it will not impair the operation of the Liberty Software or the Modified Software in any way other than by order of a court of law; (n) the Modified Software, the Liberty Software and the Third Party Software is Year 2000 Compliant or will be Year 2000 Compliant by August 1, 1998, or such other date as may be mutually agreed to by UFL and Liberty. Exhibit V contains a materially accurate description of the portions of the Modified Software, Liberty Software and Third Party Software that are not currently Year 2000 Compliant as well as Liberty's intended Schedule for making those portions Year 2000 Compliant; (o) Liberty has, or prior to the performance of any Customer Services will have, all licenses and permits from state or federal regulatory authorities required for the performance of the Customer Services and the Additional Base Services; (kp) there is no claim, action, suit, investigation, or proceeding pending or, to Liberty's knowledge, contemplated or threatened against Liberty which seeks damages or penalties in connection with any of the transactions contemplated by this Agreement or to restrict or delay the transactions contemplated hereby or to limit in any manner the CustomerUFL's or, after Closing UFL's and PNL's rights under this Agreement; (lq) there are no brokers with claims to fees based upon the transactions contemplated under this Agreement; and (mr) the nature of Liberty's its obligations are time sensitive, sensitive and accordingly, time is of the essence in the performance of Liberty's obligations under this Agreement.

By Liberty. Liberty represents, warrants and covenants that: ----------: (a) it is a corporation licensed third party administrator duly incorporated, validly existing and in good standing under the laws of South Carolina; (b) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by Liberty; (d) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement except any necessary prior notices to the Missouri Department of Insurance pursuant to section 382.195.1 RSMo or to the South Carolina Department of Insurance pursuant to section 38-21-250 of the Xxxth Carolina CodeAgreement; (ed) it has not, and will not, disclose any Confidential Information of Customer in violation of the terms of this Agreement;; 29 (fe) the Customer Transition Services, the Services and the Additional Services additional services shall be rendered by personnel reasonably qualified by training and experience to perform such services; (gf) the Customer Services and the Additional Services additional services do not and will not infringe upon the proprietary rights of any third partyparty and Liberty has obtained all necessary software licenses to enable it to perform the Transitional Services and the Services; (hg) the Liberty Software (i) is original works of authorship of which Liberty is the owner or licensee of all right, title and interest; with the right to sublicense to Customer; (ii) is not subject to any valid patent, copyright, trademark or any other proprietary rights of any third party; and (iii) does not and will not infringe upon the proprietary rights of any third party; (i) the Customer Services and the Additional Services additional services will be provided with diligence and shall be executed in a workmanlike manner in accordance with practices and professional standards used in well-managed operations performing services similar to the Customer Services and the Additional Servicesadditional services; (jh) Liberty has, or prior to the performance of any Customer Services will have, all licenses and permits from state or federal regulatory authorities required for the performance of the Customer Services and the Additional Servicesadditional services; (ki) there is no claim, action, suit, investigation, or proceeding pending or, to Liberty's ’s knowledge, contemplated or threatened against Liberty which seeks damages or penalties in connection with any of the transactions contemplated by this Agreement or to restrict or delay the transactions contemplated hereby or to limit in any manner the Customer's ’s rights under this Agreement; (lj) there are no brokers with claims to fees based upon the transactions contemplated under this Agreement; and; (mk) the nature of Liberty's ’s obligations are time sensitive, and accordingly, time is of the essence in the performance of Liberty's ’s obligations under this Agreement; and II. Liberty recognizes that, in providing the services called for hereunder, Liberty’s employees, agents, independent contractors, subcontractors or other personnel (herein collectively “Liberty Personnel”) will have access to sensitive information regarding Customer, its clients, services and its participation in various financial markets. In addition, Liberty recognizes that Customer is regulated by several government and industry regulatory and self-regulatory agencies that require it to screen and monitor individuals who have access to client personal information and other non-public information. As such, Liberty agrees to the procedures found below. III. Prior to assigning or permitting any Liberty Personnel to provide services under this Agreement, Liberty shall: (i) Subject all Liberty Personnel who will perform services under this Agreement to a background check. Such background check shall be performed by Liberty at its expense and shall be thorough enough to indicate whether its Liberty Personnel have been convicted of, or pled guilty or no contest to, any felony in the United States and in any foreign country where the Liberty Personnel are providing the services. (ii) Require all Liberty Personnel who will perform services under this Agreement to complete and sign the Liberty Personnel Employment Application Form, a copy of which is attached hereto as Exhibit 11.2, before the Liberty Personnel are assigned to provide services under this Agreement. Liberty shall review the completed forms, and maintain all such forms in Liberty’s company records during the time that such Liberty Personnel provide services under this Agreement, and for an additional seven years thereafter. Liberty shall provide Customer with access to these records upon Customer’s request. (iii) Fingerprint and photograph all Liberty Personnel who will perform services under this Agreement that require NASD licensing and maintain such materials in Company records during the time that such Liberty Personnel provides services under this Agreement, and for an additional five years thereafter. (iv) Not knowingly assign or permit any Liberty Personnel to provide services under this Agreement who have, within the previous ten-year period, been convicted of, or pled guilty or no contest to, any felony, regardless of the crime. In addition, Liberty shall not knowingly assign or permit any Liberty Personnel to provide services under this Agreement who have been convicted of, or pled guilty or no contest to, any misdemeanor involving: • Purchase or sale of a security • Bribery • Burglary • Embezzlement; theft • Counterfeiting • Conspiracy • Forgery • Robbery • Extortion • Petit Larceny • Making a false statement to a Government Official, Law Enforcement Officer, or under oath • Use or possession of stolen property IV. During the term of the Agreement, Liberty shall: (a) Require all Liberty Personnel who provide services under the Agreement to immediately report to appropriate Liberty management if they are arrested, arraigned, indicted, charged, convicted of or plead no contest to, any felony or any of the misdemeanors listed above. 31 Liberty shall immediately provide such information to the following Customer contacts: Customer’s Office of General Counsel. (b) Inform Customer immediately if it suspects or has determined that any Liberty Personnel providing services under this Agreement is engaged in (1) unlawful activity involving or related to the services provided under this Agreement or (2) activity that would be a violation of the terms and conditions of this Agreement, including, but not limited to: • Ixxxxxx Xxxxxxx • Breach of confidentiality • Improper or illegal use of information obtained as a result of Liberty’s performance of the services under this Agreement • Abusive or inappropriate action or communication directed to a Customer employee • Making a false statement to a Customer employee • Sexual harassment of a Customer employee • Theft • Provide reasonable cooperation to Customer in any Customer investigation of alleged breach of the terms of this Section 11.2 by Liberty or its Liberty Personnel. (c) Information provided by Liberty to Customer in Liberty’s RFP Response dated November 4, 2003 in connection with these Services is true and accurate as of the date of this Agreement. (d) NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF CUSTOMER HAS BEEN OFFERED, SHALL BE OFFERED, HAS RECEIVED, OR SHALL RECEIVE, DIRECTLY OR INDIRECTLY, ANY BENEFIT, FEE, COMMISSION, DIVIDEND, GIFT, OR CONSIDERATION OF ANY KIND IN CONNECTION WITH THE SERVICES. LIBERTY WILL NOT, AT ANY TIME, OFFER GRATUITIES OR ANY MERCHANDISE, CASH, SERVICES, OR OTHER INDUCEMENTS TO THE EMPLOYEES OF CUSTOMER. (e) Liberty is aware of and familiar with the provisions of the Foreign Corrupt Practices Act of 1977, as amended by the Omnibus Trade and Competitiveness Act of 1988 (“FCPA”) and the International Antibribery and Fair Competition Act of 1998 (“IAFCA”), and their purposes and will take no action and make no payment in violation of, or which might cause Liberty or Customer to be in violation of, the FCPA and/or IAFCA. Liberty further represents and warrants that no person employed by it in connection with the performance of its obligations under this Agreement is an official of the government of any foreign country, or of any agency thereof, and that no part of any moneys or consideration paid hereunder shall accrue for the benefit of any such official. Notwithstanding anything to the contrary, if Liberty takes any action that could constitute a violation of the FCPA or IAFCA, Customer may, at its sole option, immediately terminate this Agreement. Furthermore, for purposes of reasonably ensuring compliance with the FCPA and the IAFCA, Liberty agrees that, upon request by Customer at any time during the term of this Agreement, Liberty will make available for audit by an accounting firm designated by Customer which is reasonably acceptable to Liberty, Liberty’s books, records and other documentation relevant to its business activities conducted pursuant to this Agreement. The accounting firm shall provide to Customer only such information obtained from such review that relates to a possible violation of the FCPA and the IAFCA. Customer shall pay any and all costs of any such requested audit. (f) In regard to work performed and Services rendered under this Agreement, Liberty shall be responsible for compliance with all federal, state and local laws, ordinances, rules, regulations and judicial and administrative orders and settlements (including, without limitation, OSHA). Liberty expressly represents and warrants that it has the necessary expertise in regard to achieving and maintaining the aforementioned compliance. (g) Subject to Section 3.3(i), to the extent Liberty’s systems have any connectivity to Customer’s computer systems, (i) all Liberty interconnectivity to Customer’s computing systems and/or networks and all attempts at same shall be only through Customer’s security gateways/firewalls; (ii) it will not access, and will not permit unauthorized persons or entities, over which Liberty has control, to access, Customer’s computing systems and/or networks without Customer’s express written authorization and any such actual or attempted access shall be consistent with any such authorization. (h) None of its or its affiliates’ principals or executive officers and, to the best of its knowledge, after reasonable inquiry, none of its shareholders (which, in the case of publicly held companies, shall include only those shareholders holding more than 5% of the stock) are related to any public official or official of any issuer of municipal securities.

By Liberty. Liberty represents, warrants and covenants that: ----------: (a) it is a corporation state-licensed third party administrator duly incorporated, validly existing and in good standing under the laws of South Carolina; (b) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by Liberty; (d) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement except any necessary prior notices to the Missouri Department of Insurance pursuant to section 382.195.1 RSMo or to the South Carolina Department of Insurance pursuant to section 38-21-250 of the Xxxth Carolina CodeAgreement; (e) it has not, and will not, disclose any Confidential Information of Customer in violation of the terms of this Agreement; (f) the Customer Transition Services, the Services and the Additional Services shall be rendered by personnel reasonably qualified by training and experience to perform such services; (g) the Customer Services and the Additional Services do not and will not infringe upon the proprietary rights of any third partyparty and, except as otherwise provided in Section 5.20, Liberty has obtained all necessary software licenses to enable it to perform the Transitional Services and the Services; (h) the Liberty Software (i) is original works of authorship of which Liberty is the owner or licensee of all right, title and interest; with the right to sublicense to Customer; (ii) is not subject to any valid patent, copyright, trademark or any other proprietary rights of any third party; and (iii) does not and will not infringe upon the proprietary rights of any third party; (i) the Customer Services and the Additional Services will be provided with diligence and shall be executed in a workmanlike commercially reasonable manner in accordance with practices and professional standards used in well-managed operations performing services similar to the Customer Services and the Additional Services; (ji) Liberty has, or prior to the performance of any Customer Services will have, all licenses and permits from state or federal regulatory authorities required for the performance of the Customer Services and the Additional Services; (kj) there is no claim, action, suit, investigation, or proceeding pending or, to Liberty's ’s knowledge, contemplated or threatened against Liberty which seeks damages or penalties in connection with any of the transactions contemplated by this Agreement or to restrict or delay the transactions contemplated hereby or to limit in any manner the Customer's ’s rights under this Agreement; (lk) there are no insurance brokers with claims to fees based upon the transactions contemplated under this Agreement; and; (ml) the nature of Liberty's ’s obligations are time sensitive, and accordingly, time is of the essence in the performance of Liberty's ’s obligations under this Agreement; (m) Liberty has performed and will continue to perform background checks on its employees in compliance with the Violent Crime Control and Law Enforcement Act of 1994, and complies with all applicable labor and employment laws governing its employees; (n) its business operations are, and will continue to be, in compliance in all material respects with all applicable Federal Securities Laws and state laws, and related rules and regulations with regard to the Contracts; and (o) upon request, Liberty will provide to Customer, on an ongoing basis, for Customer’s review and approval, its written policies and procedures as required by Rule 38a-1 under the 1940 Act that Liberty has written based upon Customer’s written legal guidelines provided to Liberty pursuant to Section 10.1(m). Such written compliance policies and procedures that Liberty creates based upon Customer’s written guidelines: (i) shall be designed to prevent, detect and correct any material violations of the Federal Securities Laws, as such laws relate to Liberty’s Services under this Agreement as administrator of the Contracts and the Separate Accounts; and (ii) shall address compliance with the SEC’s pricing rules for Separate Accounts, including but not limited to Rule 22c-1 under the 1940 Act, and with regard to Customer’s market timing policy as that policy is disclosed in the Prospectuses for the Contracts. Liberty further agrees to cooperate with Customer in the Annual Review and any Interim Reviews, including, without limitation, furnishing such documentation, certifications and subcertifications as Customer shall reasonably request from time to time and to implement any material changes to Liberty’s policies and procedures that are recommended as a result of the Annual Review. Any such changes to Liberty’s policies and procedures shall be provided as Additional Services. In addition, Liberty agrees to promptly notify Customer in the event that a Material Compliance Matter occurs with respect to Liberty’s written policies and procedures as approved by Customer and to cooperate with Customer in providing Customer with periodic and special reports in the event any such Material Compliance Matter occurs.