Common use of Exclusive Distribution Arrangements Clause in Contracts

Exclusive Distribution Arrangements. (a) Parent represents and warrants that Schedule 3.2(a) sets forth a complete and accurate list of all life insurance and annuity products issued by a Travelers Insurer and distributed by a Domestic Parent Distributor in the United States on behalf of a Travelers Insurer on the date of this Agreement, the identity of each Domestic Parent Distributor that distributes each such product and whether or not a Travelers Insurer is the exclusive provider of such product to such Domestic Parent Distributor. (b) During the First Term, each Travelers Insurer shall have the right to be the exclusive provider in the United States of any Exclusive Product to any Domestic Exclusive Parent Distributor. During the Second Term, each Travelers Insurer shall have the right to be a provider, on a non-exclusive, Level Playing Field basis, to each Domestic Exclusive Parent Distributor of each Exclusive Product distributed by such Domestic Exclusive Parent Distributor on the date of this Agreement. During the First Term, Parent shall not make any change in the Parent Standards and Practices (except changes that may be reasonably appropriate to comply with applicable Law) that would conflict with the rights granted to the Travelers Insurers under the first sentence of this Section 3.2(b). (c) Notwithstanding anything herein to the contrary (including, without limitation, Section 3.5(d)), prior to the earlier of (i) the end of the 60-day period beginning on the date of this Agreement and (ii) December 31, 2005, (x) Purchaser shall cause the Exclusive Products to be marketed under the brand name and with such trademarks or trade names (including the identity of the underwriter of such Exclusive Product) as used on the date of this Agreement and (y) no Purchaser Insurer shall be permitted to provide a Substitute Product in place of an Exclusive Product.

Exclusive Distribution Arrangements. (a) Parent represents and warrants that Schedule 3.2(a) sets forth a complete and accurate list of all life insurance and annuity products issued by a Travelers Insurer and distributed by a Domestic an International Parent Distributor (whether pursuant to a written agreement or de facto) in the United States a Covered Country on behalf of a Travelers Insurer on the date of this Agreement, the identity of each Domestic International Parent Distributor that distributes each such product and whether or not a Travelers Insurer is the exclusive provider (whether pursuant to a written agreement or de facto) of such product to such Domestic International Parent Distributor. For purposes of this Agreement (other than Section 3.7), life insurance and/or annuity products shall be deemed to include any product listed on Schedule 3.2(a). (b) During If any Travelers Insurer is the First Termexclusive provider (whether pursuant to a written agreement or de facto) of an Exclusive Product to any International Exclusive Parent Distributor in a Covered Country on the date of this Agreement, each such Travelers Insurer shall have the right to be the exclusive provider in the United States of any such Exclusive Product to any Domestic such International Exclusive Parent DistributorDistributor in such Covered Country during the First Term. During the Second Term, each Travelers Insurer shall have the right to be a provider, on a non-exclusive, Level Playing Field basis, to each Domestic International Exclusive Parent Distributor of each Exclusive Product distributed by such Domestic International Exclusive Parent Distributor on the date of this Agreement. During the First Term, Parent shall not make any change in the Parent Standards and Practices (except changes that may be reasonably appropriate to comply with applicable Law) that would conflict with the rights granted to the Travelers Insurers under the first sentence of this Section 3.2(b). (c) Notwithstanding anything herein to the contrary (including, without limitation, Section 3.5(d3.5(c)), prior to the earlier of (i) the end of the 60-day period beginning on the date of this Agreement and (ii) December 31, 2005, (x) Purchaser shall cause the Exclusive Products to be marketed under the brand name and with such trademarks or trade names (including the identity of the underwriter of such Exclusive Product) as used on the date of this Agreement and (y) no Purchaser Insurer shall be permitted to provide a Substitute Product in place of an Exclusive Product.

Exclusive Distribution Arrangements. (a) Parent represents and warrants that Schedule 3.2(a) ), which was provided to Purchaser no later than 45 days after the date of the Acquisition Agreement, sets forth a complete and accurate list of all life insurance and annuity products issued by a Travelers Insurer and distributed by a Domestic an International Parent Distributor (whether pursuant to a written agreement or de facto) in the United States a Covered Country on behalf of a Travelers Insurer on the date of this Agreement, the identity of each Domestic International Parent Distributor that distributes each such product and whether or not a Travelers Insurer is the exclusive provider (whether pursuant to a written agreement or de facto) of such product to such Domestic International Parent Distributor. (b) During If any Travelers Insurer is the First Termexclusive provider (whether pursuant to a written agreement or de facto) of an Exclusive Product to any International Exclusive Parent Distributor in a Covered Country on the date of this Agreement, each such Travelers Insurer shall have the right to be the exclusive provider in the United States of any such Exclusive Product to any Domestic such International Exclusive Parent DistributorDistributor in such Covered Country during the First Term. During the Second Term, each Travelers Insurer shall have the right to be a provider, on a non-exclusive, Level Playing Field basis, to each Domestic International Exclusive Parent Distributor of each Exclusive Product distributed by such Domestic International Exclusive Parent Distributor on the date of this Agreement. During the First Term, Parent shall not make any change in the Parent Standards and Practices (except changes that may be reasonably appropriate to comply with applicable Law) that would conflict with the rights granted to the Travelers Insurers under the first sentence of this Section 3.2(b). (c) Notwithstanding anything herein to the contrary (including, without limitation, Section 3.5(d3.5(c)), prior to the earlier of (i) the end of the 60-day period beginning on the date of this Agreement and (ii) December 31, 2005, (x) Purchaser shall cause the Exclusive Products to be marketed under the brand name and with such trademarks or trade names (including the identity of the underwriter of such Exclusive Product) as used on the date of this Agreement and (y) no Purchaser Insurer shall be permitted to provide a Substitute Product in place of an Exclusive Product.