Distribution of the Contracts Sample Clauses

Distribution of the Contracts. (a) Representations and Warranties Regarding TIAA and Services (i) TIAA represents and warrants that: A. it is an insurance company duly organized, validly existing, and in good standing under the laws of the State of New York; B. it is supervised by the New York Department of Insurance; C. it is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales of Contracts made pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (ii) Services represents and warrants that: A. it is a broker-dealer, duly organized, validly existing, and in good standing under the laws of the State of Delaware; B. it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”)(formerly the National Association of Securities Dealers, Inc. ("NASD")); C. it is registered or qualified in all capacities and jurisdictions required by reason of any of its activities performed pursuant to this Agreement; and D. it is duly authorized to enter into this Agreement. (b) TIAA hereby appoints Services to distribute the Contracts, subject to the requirements of the 1933 Act and the 1934 Act, and the terms set forth herein. Services accepts this appointment and agrees to services, which shall include: (i) distribution of the Contracts during the term of this Agreement; (ii) advising existing Contract owners in connection with the their accumulations; and (iii) providing assistance in designing, installing, and providing administrative services to retirement plans for participating institutions and Contract owners (hereinafter the “Functions”). (c) Services agrees to comply with the requirements of the securities laws as defined in section 3(a)(47) of the 1934 Act, including any rules or interpretations thereunder (hereinafter the “Federal Securities Laws”), any applicable securities laws of any state or jurisdiction in which the Contracts are offered or sold, and the requirements of FINRA, and any applicable requirements of state insurance laws. More specifically, and without limitation, to the extent necessary to perform the Functions, Services and its associated persons shall be duly registered or otherwise qualified under the Federal Securities Laws, and any applicable securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which Services i...
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Distribution of the Contracts. (a) CREF appoints TC Services as the principal underwriter and distributor of the Contracts and grants to TC Services the exclusive right, subject to the requirements of the 1933 Act, the 1940 Act, the 1934 Act, FINRA’s Conduct Rules and the provisions of the Charter, Constitution and Bylaws of CREF and subject to the supervision, direction and control of the Board of Trustees of CREF (the “Board”), in accordance with the terms set forth in this Agreement, to distribute the Contracts during the term of this Agreement. TC Services accepts such appointment and agrees that it will, directly or through its agents: (1) use its best efforts to distribute the Contracts; (2) provide advice services to participants in CREF in connection with their CREF accumulations; (3) provide assistance in designing, installing and providing services for retirement plans for participating institutions that offer the Accounts as investment options (“Plans”) and to participants and prospective participants in the Plans; and (4) perform other services primarily intended to result in the sale of the Contracts or interests in the Accounts (the services referred to in this paragraph are referred to as “Distribution Services”). Distribution Services include, but are not limited to, the Distribution Services set forth below, to the extent that they are intended to result in the sale of Contracts or interests in the Accounts: (i) Plan enrollment services to qualified institutions, including providing enrollment kits to potential Plan participants; (ii) providing access to customers to allow the purchase of the Contracts; (iii) pre-screening of CREF customers and providing assistance to CREF customers in opening new accounts; (iv) handling outbound and inbound sales calls for the Accounts; (v) advertising for CREF (TC Services shall be responsible for filing all promotional, sales and advertising material related to the Contracts, as required, with FINRA and any state securities regulatory authorities. TC Services shall be responsible for filing all promotional, sales or advertising material, as required, with any state insurance regulatory authorities. The parties shall notify each other expeditiously of any comments provided by the SEC, FINRA or any securities or insurance regulatory authority on such material, and will cooperate expeditiously in resolving and implementing any comments, as applicable); (vi) printing and mailing of promotional, sales and advertising materials for CREF; (...
Sample 1
Distribution of the Contracts. (a) TIAA-CREF Life and the Separate Account hereby grant to TPIS the exclusive right, subject to the requirements of the 1933 Act, the 1934 Act, and the 1940 Act, and the terms set forth herein, to distribute the Contracts during the term of this Agreement. TPIS agrees to use its best efforts to distribute the Contracts, and to advise owners of Contracts in connection therewith. (b) To the extent necessary to offer the Contracts, TPIS shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which TPIS is licensed or otherwise authorized to sell the Contracts. TPIS shall be responsible for the training, supervision and control of its registered representatives for the purpose of the NASD Rules and Fair Practice and federal and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, TPIS shall retain written supervisory procedures in compliance with Section 3010 of the NASD Conduct Rules. (c) TPIS agrees to offer the Contracts for sale in accordance with the then-current prospectus for the Contracts filed with the Securities and Exchange Commission (the "Commission"). (d) TIAA-CREF Life shall furnish TPIS with copies of all prospectuses, SAIs, financial statements and other documents which TPIS reasonably requires for use in connection with the distribution of the Contracts. TPIS will be entitled to rely on all documentation and information furnished to it by TIAA-CREF Life or the Separate Account. (e) It is understood that no payments made under the Contracts shall be paid or remitted to TPIS.
Sample 1
Distribution of the Contracts. The section on Distribution of the Contracts is deleted in its entirety and replaced with the following: DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. Travelers Distribution LLC ("TDLLC") serves as the principal underwriter and distributor of the securities offered through this Prospectus pursuant to the terms of the Distribution and Principal Underwriting Agreement. TDLLC also acts as the principal underwriter and distributor of other variable annuity contracts and variable life insurance policies issued by the Company and its affiliated companies. TDLLC's principal executive offices are located at One Cityplace, Hartford, Connecticut 06103. TDLLC is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as well as the securities commissions in the states in which it operates, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). TDLLC is affiliated with the Company and each Separate Account. TDLLC, as the principal underwriter and distributor, does not retain any fees under the Contracts. The Contracts are offered on a continuous basis. TDLLC enters into selling agreements with broker-dealers who are registered with the SEC and are members of the NASD, and with entities that may offer the Contracts but are exempt from registration. Applications for the Contract are solicited by registered representatives who are associated persons of such broker-dealer firms. Such representatives act as appointed agents of the Company under applicable state insurance law and must be licensed to sell variable insurance products. We intend to offer the Contract in all jurisdictions where we are licensed to do business and where the Contract is approved.
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Distribution of the Contracts. (a) Great American Reserve and the Annuity Account hereby grant to PADCO the exclusive right, subject to the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, state law, and the terms set forth herein, to distribute the Contracts during the term of this Agreement. PADCO agrees to use commercially reasonable efforts to distribute the Contracts. (b) To the extent necessary to offer and sell the Contracts, PADCO shall be duly registered or otherwise qualified under the securities and insurance laws of any state or other jurisdiction in which the Contracts lawfully may be sold and in which PADCO is licensed or otherwise authorized to sell the Contracts. In addition, to the extent necessary, e a c h of PADCO's agents or representatives soliciting applications for Contracts also shall be duly licensed, registered, or otherwise qualified for the offer and sale of C o ntracts under the applicable insurance laws and any a p p l i c able securities laws of each state or other jurisdictions in which these agents or representatives are soliciting applications for Contracts. PADCO shall be responsible for the training, supervision, and control of its registered representatives for the purpose of the NASD Rules of Fair Practice and federal and state securities law requirements applicable in connection with the distribution of the Contracts. In this connection, PADCO shall maintain written supervisory procedures in compliance with Rule 3010 of the NASD Conduct Rules. (c) Unless otherwise permitted by applicable law, each person engaged in the distribution of Contracts under this Agreement shall be both an agent of Great American Reserve and a person associated with a broker or dealer, within the meaning attributed to that phrase under the 1934 Act (each such person, an "Agent," and, collectively, "Agents"). With respect to all Agents, PADCO or, in connection with the Sales Agreements authorized under section 2 of this Agreement, the broker-dealers which have agreed to participate in the distribution of Contracts pursuant to said Sales Agreements (the "Participating Broker-Dealers"), as appropriate, will be responsible for the training, qualification, registration, supervision, and control of the Agents in the manner and to the extent required by the applicable rules of the Securities and Exchange Commission (the "Commission") and the NASD and by any applicable securities laws or rules of the various states relating to the distribution of the Contracts....
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Distribution of the Contracts. 1.1 Appointment of the Distributor. The Company appoints the Distributor as the principal underwriter for the sale of Contracts to the public, during the term of the Agreement and in accordance with the provisions of this Article I, in each state and other jurisdictions in which such Contracts may lawfully be sold. The Distributor accepts such appointment.
Sample 1
Distribution of the Contracts. (1) JHFI shall use its best efforts to introduce and distribute IPL Contracts through national broker/dealers, regional broker/dealers, financial institution (bank) broker/dealers, and other broker/dealer firms. (2) JHFI shall execute a Soliciting Dealer Agreement with the broker/dealers so selected, and IPL also shall be a party to the Agreement, the form of which is attached hereto as Appendix B. The Soliciting Dealer Agreement shall expressly state that said broker/dealer will assume full responsibility for compliance with the NASD Rules of Conduct, applicable Federal and state securities laws and regulations, and state insurance laws and regulations in connection with its offer, sale, and servicing of the Contracts. (3) JHFI is responsible for instructing each broker/dealer to offer the Contracts for sale in accordance with the prospectus describing the Contract.
Sample 1
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Distribution of the Contracts. (a) TIAA and the Separate Account hereby appoint Services as the principal underwriter distributing the Contracts and grant to Services the exclusive right, subject to the requirements of the 1933 Act, the 1934 Act, and the 1940 Act, and the terms set forth herein, to distribute the Contracts during the term of this Agreement. Services accept such appointment and agrees to use its best efforts to distribute the Contracts, and to advise owners of Contracts in connection therewith. (b) To the extent necessary to offer the Contracts, Services shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction in which such Contracts may lawfully be sold and in which Services is licensed or otherwise authorized to sell the Contracts. Services shall be responsible for the training, supervision and control of its registered representatives for the purpose of the NASD Rules and Fair Practice and federal and state securities law requirements applicable in connection with the offering and sale of the Contracts. In this connection, Services shall retain written supervisory procedures in compliance with Section 3010 of the NASD Conduct Rules. (c) Services agrees to offer the Contracts for sale in accordance with the then-current prospectus for the Contracts filed with the Securities and Exchange Commission (the "SEC"). (d) The Contracts funded through the Separate Account will provide for the allocating of purchase payments among certain subaccounts for investment in such shares of the affiliated and non-affiliated funds as may be offered from time to time in the prospectus for the Contracts. The selection of the particular subaccount is to be made by the contract owner and such selection may be changed or the cash value may be transferred among or between subaccounts in accordance with the terms of the Contracts. (e) TIAA shall furnish Services with copies of all prospectuses, SAIs, financial statements and other documents which Services reasonably requires for use in connection with the distribution of the Contracts. Services will be entitled to rely on all documentation and information furnished to it by TIAA or the Separate Account. (f) It is understood that no payments made under the Contracts shall be paid or remitted to Services.
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Distribution of the Contracts 
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Related to Distribution of the Contracts

  • Termination of the Contract 1. The Contractor may terminate the contract if the Partner has inadequately discharged or failed to discharge any of the contractual obligations, insofar as this is not due to force majeure, after notification of the Partner by registered letter has remained without effect for one month. 2. The Partner shall immediately notify the Contractor, supplying all relevant information, of any event likely to prejudice the performance of this contract.

  • ADMINISTRATION OF THE CONTRACT 2.2.1 The Architect will provide administration of the Contract as hereinafter described. 2.2.2 The Architect will be the State's representative during construction and until final payment is due. The Architect will advise and consult with the State. The State's instructions to the Contractor shall be forwarded through the Architect. The Architect will have authority to act on behalf of the State only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with Subparagraph 2.2.10. 2.2.3 The Architect will visit the site at intervals appropriate to the stage of construction to familiarize himself or herself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of his or her on-site observations as an architect, he or she will keep the State informed of the progress of the Work, and will endeavor to guard the State against defects and deficiencies in the Work of the Contractor. 2.2.4 The Architect will not be responsible for and will not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he or she will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect will not be responsible for or have control or charge over the acts or omissions of the Contractor, 2.2.5 The Architect shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide facilities for such access so the Architect may perform his or her functions under the Contract Documents.

  • Cancellation of the Contract You are responsible for paying the full Contract Rate for the entire Contract Period, unless the Contract is canceled in accordance with one of the provisions below. Depending on when and how the Contract is canceled, you may owe the University a Cancellation Fee. The “Cancellation Fee” charged by the University constitutes an amount that will compensate the University for the costs it will incur and/or losses it will suffer as a result of your cancellation, which costs and losses are difficult to quantify. As provided in Section III.e. above, your Deposit may be used to partially defray the Cancellation Fee.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Variation of the contract The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

  • Duration of the contract framework agreement or dynamic purchasing system II.2.10) Information about variants II.2.11) Information about options

  • – SUSPENSION OF THE CONTRACT Without prejudice to the Agency's right to terminate the Contract, the Agency may at any time and for any reason suspend execution of the tasks under the Contract or any part thereof. Suspension shall take effect on the day the Contractor receives notification by registered letter with acknowledgment of receipt or equivalent, or at a later date where the notification so provides. The Agency may at any time following suspension give notice to the Contractor to resume the work suspended. The Contractor shall not be entitled to claim compensation on account of suspension of the Contract or of part thereof.

  • Authorization of the Certificates Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale and Servicing Agreement, at the direction of the Depositor, (a) one or more Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) one or more Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Depositor. The Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable. The signature of the Owner Trustee on behalf of the Issuer on the Certificates may be manual or facsimile.

  • of the Contract 10. The ESP agreement shall require that the ESP furnish the School with all information deemed necessary by the School or the Commission for the proper completion of the budget, quarterly reports, or financial audits required under the School's Contract. 11. The ESP agreement shall provide that all financial reports provided or prepared by the ESP shall be presented in the format prescribed by the Commission. 12. The ESP agreement shall provide that all employees or contractors of the ESP who work in close proximity with students of the School shall be subject to criminal background check requirements in accordance with par. 10.6 of the Contract. 13. The ESP agreement shall contain provisions requiring compliance with all requirements, terms, and conditions established by any federal or State funding source. 14. The ESP agreement shall provide that the School retains responsibility for selecting and hiring the auditor for the independent annual audit required by the School's Contract. 15. If an ESP purchases equipment, materials, and supplies using public funds on behalf of or as the agent of the School, the ESP agreement shall provide that such equipment, materials, and supplies shall be and remain the property of the School. 16. The ESP agreement shall contain a provision that clearly allocates the respective proprietary rights of the School governing board and the ESP to curriculum or educational materials. At a minimum, the ESP agreement shall provide that the School owns all proprietary rights to curriculum or educational materials that (i) are both directly developed and paid for by the School; or (ii) were developed by the ESP at the direction of the School governing board with School funds dedicated for the specific purpose of developing such curriculum or materials. The ESP agreement may also include a provision that restricts the School’s proprietary rights over curriculum or educational materials that are developed by the ESP from School funds or that are not otherwise dedicated for the specific purpose of developing School curriculum or educational materials. The ESP agreement shall recognize that the ESP’s educational materials and teaching techniques used by the School are subject to state disclosure laws and the Uniform Information Practices Act. 17. If the School intends to enter into a lease, execute promissory notes or other negotiable instruments, or enter into a lease-purchase agreement or other financing relationships with the ESP, then such agreements shall be separately documented and not be a part of or incorporated into the ESP agreement. Such agreements shall comply with Ch. 37D, HRS, if applicable, and shall be consistent with the School’s authority to terminate the ESP agreement and continue operation of the School. 18. The ESP agreement shall provide that Hawaii law governs any legal proceeding arising out of a dispute between the School and the ESP. EXHIBIT D INTERVENTION PROTOCOL In accordance with Sec. 302D-17, HRS, this intervention protocol is established pursuant to the Commission’s authority and responsibility to monitor the performance and legal compliance of charter schools in accordance with the charter contract terms and consistent with nationally recognized principles and standards for quality authorizing. It enables the Commission to take timely and appropriate action to notify schools about performance and/or compliance concerns and provide schools a reasonable opportunity to remedy such problems. 1. Upon finding that a School has failed to submit required information on time, the Commission may issue a Notice of Concern. The Notice of Concern shall indicate with specificity the information not received and the applicable regulatory, performance, or contractual provision that requires its submittal. The Notice of Concern shall alert the School that if the information is not received by a certain date, the School shall receive a Notice of Deficiency. Any individual Notice of Concern generally shall not affect a school’s rating on a Performance Framework; however, a pattern of Notices of Concern may affect the School’s rating. 2. Upon finding a School's performance or legal compliance unsatisfactory, the Commission may issue a written Notice of Deficiency to the School. The Notice of Deficiency shall state with specificity the deficiency, the applicable regulatory, performance, or contractual provision(s) not satisfactorily met, the expected remedy, including whether a Corrective Action Plan is required, and the timeframe by which the Commission expects the deficiency to be remedied or the Corrective Action Plan to be submitted. 3. Upon receiving a Notice of Deficiency, the School may: 1) Contest the Commission's determination that a breach has occurred in which case the School shall provide a written response to the Commission within 10 days of receipt of the Notice and shall provide evidence in support of its position; 2) Remedy the deficiency and provide evidence of such remedy to the Commission within the timeframe identified in the Notice; or 3) Provide a Corrective Action Plan, where required, to the Commission within the timeframe identified in the Notice. If the School is not able to meet any of the timeframes in 2) and 3) above, the School shall provide a written response to the Commission within 10 days of receipt of the Notice, which shall include a justification for its inability to meet the timeframe(s) together with a proposed timeframe(s).

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

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