REPRESENTATIONS AND WARRANTIES OF SELLING ENTITIES. Except as set forth in the Disclosure Schedules, each Selling Entity jointly and severally represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING ENTITIES a) CIS and Agency represent and warrant that each is, and will remain, duly and validly organized, validly existing and in good standing under the laws of the state in which it is organized, with full and proper power and authority to enter into and perform the terms of this Agreement.
b) CIS represents and warrants that it is registered as a broker-dealer under the 1934 Act and a member in good standing of NASD and under the securities laws of each jurisdiction in which such registration is required for the sale of the Contracts. CIS will promptly advise MetLife of any termination or suspension of its broker-dealer registration or NASD membership.
c) Agency represents and warrants that it is duly licensed as an insurance agent in each jurisdiction in which licensure is required for the sale of the Contracts. Agency will promptly advise MetLife of any termination or suspension of its insurance license in any such jurisdiction.
d) CIS and Agency each represent and warrant that the person signing on their behalf is properly authorized to execute this Agreement and that this Agreement constitutes a valid and binding contract between it and MetLife, enforceable in accordance with its terms.
