Sale of Contracts. It is the express intent of the Company and the Trustee that the conveyance of the Assets underlying a Series by the Company to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Company to the Trustee. It is, further, not the intention of the Company or the Trustee that such conveyance be deemed a pledge of such Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the Company, then (a) the Pooling and Servicing Agreement also shall be deemed to be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Company provided for in the Pooling and Servicing Agreement shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Company's right, title and interest in and to the Assets and all amounts payable to the holders of the Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the related Certificate Account or Distribution Account, whether in the form of cash, instruments, securities or other property, and including without limitation all amounts from time to time held or invested in any related Reserve Fund; (c) the possession by the Trustee or its agent (including the Servicer pursuant to Section 2.02(a) hereof) of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the applicable UCC; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Company and the Trustee (to the extent the Trustee has been instructed by the Company or the Servicer) shall take, to the extent consistent with the Pooling and Servicing Agreement, such actions as may ...
Sale of Contracts. The following sentence is added to Section 5.1 of the Participation Agreement: The Company shall deliver the documents listed in this Section 5.1 and any Amendments thereto and as required by Applicable Law, including Applicable SEC Guidance.
Sale of Contracts. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby transfer, sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, whether now existing or hereafter acquired and wherever located: (i) the Contracts listed on the List of Contracts as amended from time to time (including the security interests created thereby), including all principal of and interest received on or with respect to such Contracts after the Cut-off Date, (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land-and-Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing.
(b) Other than for federal, state and local tax purposes, the parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Contracts and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Contracts and other property described above, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The transactions described herein will be treated as set forth in Section 7.8 hereof for federal, state and local tax purposes.
Sale of Contracts. Each sale of Contracts pursuant to this Agreement shall be reflected on Seller's balance sheet and other financial statements as a sale of assets by Seller. Seller shall not take any action or omit to take any action which would cause the transfer of any Contract to Purchaser to be treated as anything other than a sale to Purchaser of all of Seller's right, title, and interest in and to such Contract.
Sale of Contracts. Section 5.1 of the Participation Agreement is hereby replaced with the following: The Company shall be fully responsible as to the Trust and the Distributor for the sale and marketing of the Contracts. The Company shall provide Contracts, the Contracts’ and Trust’s Prospectuses, Contracts’ and Trust’s Statements of Additional Information, and all amendments or supplements to any of the foregoing to Contract Owners and prospective Contract [page break] Owners, all in accordance with federal and state laws. For the avoidance of doubt, the Company may provide Contract Owners and potential Contract Owners with a Summary Prospectus in lieu of a Statutory Prospectus in accordance with applicable law. The Company shall ensure that all persons offering the Contracts are duly licensed and registered under applicable insurance and securities laws. The Company shall ensure that each sale of a Contract satisfies applicable suitability requirements under insurance and securities laws and regulations, including without limitation the rules of the NASD. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and the Distributor that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract Owners or offerees) is so used.
Sale of Contracts. 15.1 Corporate Insurance Agent shall use its best efforts to solicit applications for Contracts from persons for whom the Contracts are suitable, in accordance with the terms and conditions of this agreement.
15.2 All applications for Contracts shall be made on applications forms authorized by PIA. Corporate Insurance Agent shall diligently review all such applications for accuracy and completeness and shall take all reasonable and appropriate measures to assure that applications submitted to PIA are accurate and complete.
15.3 All purchase payments collected by Corporate Insurance Agent for PIA shall be received in trust and shall be remitted immediately together with the application and any other required documentation, to PIA at the address indicated on the application or to such other address as PIA may specify in writing. All checks or money orders for payments under Contracts shall be drawn to the order of PIA.
15.4 All applications are subject to acceptance or rejection by PIA in its sole discretion. PIA may at any time in its sole discretion discontinue issuing the Contracts or change the form and content of new Contracts to be issued.
15.5 In soliciting applications for Contracts, Corporate Insurance Agent may not accept risk of any kind for or on behalf of PIA and may not bind PIA by promise or agreement or alter any Contract in any way.
Sale of Contracts. Section 5.1 of the Participation Agreement is hereby replaced with the following: 5.1
Sale of Contracts. (A) STATUS OF PRINCIPAL UNDERWRITER
(i) Insurer, on its behalf and on behalf of each Separate Account, hereby appoints Underwriter, and Underwriter hereby accepts such appointment, to serve during the term of this Agreement as the exclusive principal underwriter of the Contracts in each state and other U.S. jurisdiction in which the Contracts may lawfully be offered and sold. Insurer agrees that at no time shall Underwriter be required by this Agreement to engage in any efforts to offer, solicit, sell, or negotiate Contracts. Insurer further agrees that the scope of Underwriter's appointment shall be limited to servicing currently existing and outstanding Contracts as well as Contracts that Insurer may in the future be required to issue pursuant to the terms of such Contracts or as may be expressly agreed to in writing by the Parties. The activities of Underwriter with respect to the Contracts shall be limited to those activities expressly enumerated in Schedule 3 hereto.
(ii) Underwriter shall function at all times as, and be deemed to be, an independent contractor and neither Underwriter, nor any of its officers, directors, employees, or agents is or shall be an employee of Insurer in the performance of Underwriter's duties hereunder. Nothing in this Agreement shall restrict or in any way limit Underwriter from entering into distribution arrangements with other issuers or investment companies.
(iii) Insurer acknowledges that Underwriter is not licensed as an insurance agent or producer and that, notwithstanding anything herein to the contrary, Underwriter shall not be required to perform or undertake any activities for which such insurance licensing may be required.
(iv) Underwriter shall assist Insurer with Insurer's obligation under Rule 38a-1 under the 1940 Act, to review, no less frequently than annually, the adequacy of Underwriter's written compliance policies and procedures and the effectiveness of their implementation, as relevant to Underwriter's provision of services to the Insurer pursuant to this Agreement, by providing copies of such policies and procedures to the Insurer's Chief Compliance Officer on an annual basis, and providing such other assistance to which the Parties may, from time to time, mutually agree upon in writing.
(v) Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be construed to relieve the Underwriter or the Administrator of any obligation under the Work Assignment and/or TPA...
Sale of Contracts. MetLife has the right to modify any of the Contracts, modify or alter the conditions or terms under which any Contract may be sold, discontinue or withdraw any Contract from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, suspend the sale of any of the Contracts, or cease doing business in any area in whole or in part, at any time with prior written notice to Xxxxx Xxxxxx, unless the obligation to provide written notice will cause irreparable harm to MetLife. MetLife may remove any Contract from Schedule C, thereby terminating the solicitation and sale of such Contract under this Agreement, with advance written notice to Xxxxx Xxxxxx, but may not add new Contracts to Schedule C without the written consent of Xxxxx Xxxxxx.
Sale of Contracts. The Company shall be fully responsible as to the Trust and the Distributor for the sale and marketing of the Contracts. The Company shall provide Contracts, the Contracts’ and Trust’s Prospectuses, Contracts’ and Trust’s Statements of Additional Information, and all amendments or supplements to any of the foregoing to Contract [page break] Owners and prospective Contract Owners, all in accordance with federal and state laws. For the avoidance of doubt, the Company may provide Contract Owners and potential Contract Owners with a Summary Prospectus in lieu of a Statutory Prospectus in accordance with applicable law. The Company shall ensure that all persons offering the Contracts are duly licensed and registered under applicable insurance and securities laws. The Company shall ensure that each sale of a Contract satisfies applicable suitability requirements under insurance and securities laws and regulations, including without limitation the rules of the NASD. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and the Distributor that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract Owners or offerees) is so used.
