Common use of Representations of Broker Clause in Contracts

Representations of Broker. Broker and any Agency that is a party to this Agreement represent, warrant and covenant that: (i) Broker is, 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. Any Agency represents and warrants that at all times when performing its functions and fulfilling its obligations under this Agreement, it will be a properly licensed insurance agency in each jurisdiction in which such licensing is required for purposes of soliciting sales of the Contracts and receiving compensation in connection with the Contracts and for ongoing premiums or purchase payments thereon. (ii) You will solicit applications for Contracts only through properly licensed insurance agents, duly appointed by the Company. For purposes of this Agreement, all acts and omissions of any solicitor or Agency 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 SEC, 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 solicitor and Agency to comply, with any applicable Company policies and procedures previously provided to you in writing, including, without limitation, those regarding replacements of Contracts, as amended from time to time. (vi) You are not aware of any disciplinary actions pending before the NASD, or any other state or federal regulatory body involving the sale of securities which involve either Broker or any of its affiliates, or its registered representatives, other than those items currently reflected in the NASD's disciplinary history. (vii) You do not, at the time this Agreement is executed, have any actual knowledge of any circumstances which might materially affect your ability to carry out the terms of this Agreement. (viii) 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. (ix) You have performed due diligence in compliance with state law and have duly investigated and performed a thorough background check into the character and fitness of any Registered Representatives or Agent; that you are not aware of any felony or misdemeanor convictions in the last 10 years arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, or involving violations of Sections 1341, 1342, or 1343 of Title 18 of the United States Code or any subsequent amendments thereto; and that you are satisfied that each such Registered Representative and/or Agent that Broker has designated is trustworthy, financially responsible, in good business standing and competent for appointment to act as an individual insurance agent of Underwriter. Broker agrees, upon request by Company or Underwriter and to the extent permitted by law, to provide them with copies of any and all background check reports and any additional documentation in connection with the investigation into the background of the designated Registered Representative or Agent. (x) To the extent that any compensation is paid directly to an Agency and not to the broker-dealer, You and any Agency are in compliance with the terms and conditions of one or more no-action letters issued by the SEC with respect to an insurance agency associated with a registered broker-dealer not registering as a broker-dealer with the SEC. In reliance on such representation, Underwriter agrees to pay compensation in connection with the Contracts, that would otherwise be payable to Broker, to any Agency that is properly state licensed. If an Agency is to receive commissions from the Underwriter, Broker shall provide, in Exhibit B attached hereto, certification of compliance with the no-action letter being relied upon, confirming that each of the circumstances set forth in the no-action letter have been complied with, that Broker's operation is identical or meets the criteria of the letter being relied on, and that, to the best of Broker's knowledge and belief, that the SEC has not rescinded or modified its no-action position since the letter was originally released. (xi) You will notify Company immediately in writing if Broker and/or any Agency fail to comply with any such terms and conditions and shall take such measures as may be necessary to comply with any such terms and conditions. If any Agency is the same party as Broker, this Paragraph (xi) does not apply, and Broker shall undertake all the duties, responsibilities and privileges under this Agreement. (xii) Any compensation payable by Underwriter to an Agency referred to in Paragraph (xi) above, in connection with the Contracts shall be distributed by such Agency only to duly licensed and properly appointed Registered Representatives and Agents.