Common use of CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Contracts will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it (i) is an insurance company duly organized and in good standing under applicable law; (ii) has legally and validly established each Account as a segregated asset account under applicable law; (iii) has registered or, prior to any issuance or sale of the Contracts, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Contracts, and (iv) will maintain such registration for so long as any Contracts are outstanding. The Company shall amend the registration statements under the 1933 Act for the Contracts and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. The Company represents and warrants that the Contracts Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Contracts Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it (i) is an insurance company duly organized and in good standing under applicable law; (ii) law and that it has legally and validly established each the Account as a segregated asset account under applicable law; (iii) law and has registered or, prior to any issuance or sale of the ContractsPolicies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the ContractsPolicies, and (iv) that it will maintain such registration for so long as any Contracts Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Contracts Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Contracts Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. 2.1 . The Company represents and warrants that the Contracts Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Contracts Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it (i) is an insurance company duly organized and in good standing under applicable law; (ii) law and that it has legally and validly established each the Account as a segregated asset account under applicable law; (iii) law and has registered or, prior to any issuance or sale of the ContractsPolicies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the ContractsPolicies, and (iv) that it will maintain such registration for so long as any Contracts Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Contracts Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Contracts Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. 2.1 The Company represents and warrants that the Contracts Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Contracts Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it (i) is an insurance company duly organized and in good standing under applicable law; (ii) law and that it has legally and validly established each the Account as a segregated asset account under applicable law; (iii) law and has registered or, prior to any issuance or sale of the ContractsPolicies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the ContractsPolicies, and (iv) that it will maintain such registration for so long as any Contracts Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Contracts Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Contracts Policies for so long as the Company desires to offer the Policies (it being understood that the Company reserves the right in its sole discretion, to suspend, terminate or resume the offering of the Policies in any state at any time for any reason, or as may otherwise be required by applicable law). The Company shall register and qualify the Contracts Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.