Common use of Representations and Warranties; Compliance Clause in Contracts

Representations and Warranties; Compliance. You represent, warrant and covenants that: (i) You are, and will remain during the term of this Agreement, a properly licensed and registered broker-dealer under applicable state and federal securities law and a member in good standing of the NASD. (ii) You will solicit applications for Contracts only through properly licensed insurance agents ("Insurance Agent"), duly appointed by the appropriate Insurance Company. For purposes of this Agreement, all acts and omissions of any Insurance Agent within the scope of this Agreement shall be deemed to be acts or omissions of Broker. (iii) You are in compliance, and will remain in compliance, with all applicable laws, rules and regulations, including, without limitation, those of the NASD and state and federal securities, banking and insurance laws. (iv) You have taken and will continue to take the actions appropriate to supervise your representatives and other associated persons to ensure compliance with all applicable laws and regulations. (v) You will comply, and will cause each Insurance Agent to comply, with any applicable Company policies and procedures, including, without limitation, those regarding replacements of Contracts, as amended from time to time. (vi) You will not solicit or sell any Contracts in connection with any "market timing" or "asset allocation" program or service, and if the Company determines in its sole discretion that you are soliciting or have solicited Contracts subject to any such program, the Company may take such action it deems necessary to halt such solicitations or sales, and in addition to any indemnification provided in Section 12 of this Agreement and any other liability that you may have, you will be liable to the Company and each underlying funding vehicle affected by any such program, for any damages or losses, actual or consequential, sustained by them as a result of such program.

Representations and Warranties; Compliance. You represent, warrant and covenants that: (i) You are, and will remain during the term of this Agreement, a properly licensed and registered broker-dealer under applicable state and federal securities law and a member in good standing of the NASD. (ii) You will solicit applications for Contracts only through properly licensed insurance agents ("Insurance Agent"), duly appointed by the appropriate Insurance Company. For purposes of this Agreement, all acts and omissions of any Insurance Agent within the scope of this Agreement shall be deemed to be acts or omissions of Broker. (iii) You are in compliance, and will remain in compliance, with all applicable laws, rules and regulations, including, without limitation, those of the NASD and state and federal securities, banking and insurance laws. (iv) You have taken and will continue to take the actions appropriate to supervise your representatives and other associated persons to ensure compliance with all applicable laws and regulations. (v) You will comply, and will cause each Insurance Agent to comply, with any applicable Company policies and procedures, including, without limitation, those regarding replacements of Contracts, as amended from time to time. (vi) You will not solicit or sell any Contracts in connection with any "market timing" or "asset allocation" program or service, and if the Company determines in its sole discretion that you are soliciting or have solicited Contracts subject to any such program, the Company may take such action it deems necessary to halt such solicitations or sales, and in addition to any indemnification provided in Section 12 of this Agreement and any other liability that you may have, you will be liable to the Company and each underlying funding vehicle affected by any such program, for any damages or losses, actual or consequential, sustained by them as a result of such program. 12.