Common use of Sales and Solicitation Activities Clause in Contracts

Sales and Solicitation Activities. All solicitation and sales activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with the rules of FINRA, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the rules and procedures that Issuer may issue from time to time. In particular, without limiting the generality of the foregoing: 3.5.1. Distributor, along with appropriate Issuer FINRA registered principals, shall train, supervise and be solely responsible for the conduct of Representatives with regard to their solicitation of Applications and Premiums and distribution of the Contracts, and shall supervise their compliance with applicable rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities. 3.5.2. Neither Distributor nor any Representative shall offer, attempt to offer, or solicit Applications for, the Contracts, in any state or other jurisdiction unless Issuer has notified Distributor that such Contracts may lawfully be sold or offered for sale in such state, and has not subsequently revised such notice. 3.5.3. Neither Distributor nor any Representative shall give any information or make any representation in regard to a class of Contracts in connection with the offer or sale of such class of Contracts that is not in accordance with the Contract Prospectus and the statement of additional information for such class of Contracts, or in the then effective prospectus or statement of additional information for a Fund, or in current advertising materials for such class of Contracts authorized by Issuer. 3.5.4. Distributor and all Representatives agree to distribute and sell the Contracts in accordance with the market timing and frequent trading policies of the Variable Accounts as stated in the then-currently effective Contract Prospectus and the statement of additional information. 3.5.5. Completed Applications for the Contracts solicited by Distributor, Distributor's Representatives, or Selling Firms shall be transmitted directly to Issuer (or as otherwise designated by Issuer) the next business day following their receipt by Distributor, and in any event within such period required by applicable law, including NASD Rule 2821. All payments under the Contracts shall be made by check, money order, or wire payable to Issuer or by other method acceptable to Issuer as set forth in the Contract Prospectus. If Distributor holds any Premium at any time, Distributor shall hold such Premium in a fiduciary capacity and such Premium shall be remitted promptly to Issuer in accordance with applicable law. Distributor acknowledges that all such Premiums, whether by check, money order or wire, shall be the property of Issuer. Distributor acknowledges that Issuer shall have the unconditional right to reject, in whole or in part, any Application or Premium. Distributor acknowledges that it will not permit any other broker-dealer to participate in the distribution of the Contracts unless such broker-dealer agrees that it will not accept any Premiums unless made payable to Issuer. Such broker-dealer must also agree to forward promptly to Issuer any Premiums received by such broker-dealer together with a completed Application.

Sales and Solicitation Activities. All solicitation and sales activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with the rules of the FINRA, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the rules and procedures that Issuer FNWL may issue from time to time. In particular, without limiting the generality of the foregoing: 3.5.1. (1) Distributor, along with the assistance of appropriate Issuer FINRA FNWL staff registered principalsas principals with Distributor, shall train, be responsible for training the Representatives. Distributor shall supervise and be solely responsible for the conduct of Representatives with regard to their solicitation of Applications and Premiums Premiums, and of distribution of the Contracts, and shall supervise their compliance with applicable rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities. 3.5.2. (2) Neither Distributor nor any Representative shall offer, attempt to offer, or solicit Applications for, the Contracts, in any state or other jurisdiction unless Issuer FNWL has notified Distributor that such Contracts may lawfully be sold or offered for sale in such state, and has not subsequently revised such notice. 3.5.3. (3) Neither Distributor nor any Representative shall give any information or make any representation in regard to a class of Contracts in connection with the offer or sale of such class of Contracts that is not in accordance with the Contract Prospectus and the statement of additional information for such class of Contracts, or in the then then-currently effective prospectus or statement of additional information for a Fund, or in current advertising materials for such class of Contracts authorized by IssuerFNWL. 3.5.4. (4) Distributor and all Representatives agree to distribute and sell the Contracts in accordance with the market timing Policies and frequent trading policies Procedures Regarding Disruptive Trading and Market Timing of the Variable Accounts as stated in the then-currently effective Contract Prospectus prospectus and the statement of additional informationinformation for the Contracts. 3.5.5. (5) Completed Applications for the Contracts solicited by Distributor or Distributor, Distributor's Representatives, or Selling Firms ’s Representatives shall be transmitted directly to Issuer FNWL (or as otherwise designated by IssuerFNWL) generally by noon of the next business day following their receipt by Distributor, and in any event within such period required by applicable law, including NASD Rule 2821. All payments under the Contracts shall be made by check, money order, or wire payable to Issuer FNWL or by other method acceptable to Issuer FNWL as set forth in the Contract Prospectus. Should FNWL receive any Premium for an application not yet approved by the Distributor, FNWL will hold such Premiums in a fiduciary capacity and not otherwise apply such Premiums to the applied for contract. FNWL shall promptly return such Premiums to such applicant should the purchase of the contract be deemed unsuitable or otherwise not approved by the Distributor. If Distributor holds any Premium at any time, Distributor shall hold such Premium in a fiduciary capacity and such Premium shall be remitted promptly to Issuer FNWL in accordance with applicable law. Distributor acknowledges that all such Premiums, whether by check, money order or wire, shall be the property of IssuerFNWL. Distributor acknowledges that Issuer FNWL shall have the unconditional right to reject, in whole or in part, any Application or Premium. Distributor acknowledges that it will not permit any other broker-dealer to participate in the distribution of the Contracts unless such broker-dealer agrees that it will not accept any Premiums unless made payable to Issuer. Such broker-dealer must also agree to forward promptly to Issuer any Premiums received by such broker-dealer together with a completed Application.

Sales and Solicitation Activities. All solicitation and sales activities engaged in by Distributor Principal Underwriter and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with the rules of FINRAFINRA rules, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and PRIVILEGED AND CONFIDENTIAL any of the rules and procedures that Issuer Insurer may issue from time to time. In particular, without limiting the generality of the foregoing: 3.5.1. Distributor, along with appropriate Issuer FINRA registered principals, (i) Principal Underwriter shall train, supervise and be solely responsible for the conduct of Representatives with regard to their solicitation of Applications and Premiums and distribution of the Contracts, and shall supervise their compliance with applicable rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities. Principal Underwriter also shall be responsible for supervising Representatives to ensure their compliance with applicable laws of foreign jurisdictions to the extent those laws apply to the performance of Principal Underwriter’s or Representatives’ obligations under this Agreement. 3.5.2. (ii) Neither Distributor Principal Underwriter nor any Representative shall offer, attempt to offer, or solicit Applications for, for the Contracts, in any state or other jurisdiction unless Issuer Insurer has notified Distributor Principal Underwriter that such Contracts may lawfully be sold or offered for sale in such statestate or jurisdiction, and has not subsequently revised such notice. 3.5.3. (iii) Neither Distributor Principal Underwriter nor any Representative shall give any information or make any representation concerning the Contracts or the Separate Accounts other than those contained in regard to a class of Contracts in connection the Registration Statements or Prospectuses filed with the offer or sale of such class of Contracts that is not in accordance with the Contract Prospectus and the statement of additional information for such class of ContractsSEC, or in the then then-currently effective prospectus or statement of additional information for a Fund, or in current advertising materials Sales Materials for such class of the Contracts authorized by IssuerInsurer. 3.5.4. Distributor and all Representatives agree (iv) Principal Underwriter agrees to distribute and sell the Contracts in accordance with the market timing and frequent trading policies of the Variable Separate Accounts and the Funds as stated in the then-currently effective Contract Prospectus and Statement of Additional Information for the statement of additional informationContracts and the Funds, and ensure that Representatives comply with such policies. 3.5.5. (v) Completed Applications for the Contracts solicited distributed by Distributor, Distributor's Representatives, or Selling Firms Principal Underwriter shall be transmitted by Principal Underwriter directly to Issuer Insurer (or as otherwise designated by IssuerInsurer) the next business day following their receipt by Distributor, and in any event within such period as required by applicable law, including NASD FINRA Rule 2821. . (vi) All payments under the Contracts shall be made by check, money order, check or wire payable to Issuer Insurer or by other method acceptable to Issuer Insurer as set forth in the Contract Prospectus. If Distributor holds any Payments made in connection with the Contracts, whether Premium at any timeor otherwise, Distributor are the exclusive property of Insurer. Such payments, if received by Principal Underwriter, shall hold such Premium be held in a fiduciary capacity and such Premium shall be remitted transmitted promptly to Issuer Insurer or its designated servicing agent at the address stated in the Prospectus and in accordance with applicable law, including FINRA Rule 2821. Distributor acknowledges that all such Premiums, whether by check, money order or wire, shall be Insurer reserves the property of Issuer. Distributor acknowledges that Issuer shall have the unconditional right to reject, in whole reject any application or in part, any Application or Premium. Distributor acknowledges that it will not permit any other broker-dealer Premium payment for a Contract and to participate in withdraw the distribution offering of the Contracts unless such broker-dealer agrees that it will not accept at any Premiums unless made payable to Issuertime. Such broker-dealer must also agree to forward promptly to Issuer any Premiums received by such broker-dealer together with a completed Application.PRIVILEGED AND CONFIDENTIAL

Sales and Solicitation Activities. All solicitation and sales activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with the rules of FINRAthe NASD, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the rules and procedures that Issuer FNWL may issue from time to time. In particular, without limiting the generality of the foregoing: 3.5.1. Distributor(1) Distributor [, along with appropriate Issuer FINRA FNWL NASD registered principals, ,] shall train, supervise and be solely responsible for the conduct of Representatives with regard to their solicitation of Applications and Premiums and distribution of the Contracts, and shall supervise their compliance with applicable rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities. 3.5.2. (2) Neither Distributor nor any Representative shall offer, attempt to offer, or solicit Applications for, the Contracts, in any state or other jurisdiction unless Issuer FNWL has notified Distributor that such Contracts may lawfully be sold or offered for sale in such state, and has not subsequently revised such notice. 3.5.3. (3) Neither Distributor nor any Representative shall give any information or make any representation in regard to a class of Contracts in connection with the offer or sale of such class of Contracts that is not in accordance with the Contract Prospectus and the statement of additional information for such class of Contracts, or in the then then-currently effective prospectus or statement of additional information for a Fund, or in current advertising materials for such class of Contracts authorized by IssuerFNWL. 3.5.4. Distributor and all Representatives agree to distribute and sell the Contracts in accordance with the market timing and frequent trading policies of the Variable Accounts as stated in the then-currently effective Contract Prospectus and the statement of additional information. 3.5.5. (4) Completed Applications for the Contracts solicited by Distributor, Distributor or Distributor's Representatives, or Selling Firms Representatives shall be transmitted directly to Issuer FNWL (or as otherwise further designated by IssuerFNWL) generally by noon of the next business day following their receipt by Distributor, and in any event within such period required by applicable law, including NASD Rule 2821. All payments under the Contracts shall be made by check, check [or money order, or wire ] payable to Issuer FNWL or by other method acceptable to Issuer FNWL as set forth in the Contract Prospectus. If Distributor holds any Premium is held at any timetime by Distributor, Distributor shall hold such Premium in a fiduciary capacity and such Premium shall be remitted promptly to Issuer FNWL in accordance with applicable law. Distributor acknowledges that all such Premiums, whether by check, money order or wire, shall be the property of IssuerFNWL. Distributor acknowledges that Issuer FNWL shall have the unconditional right to reject, in whole or in part, any Application or Premium. Distributor acknowledges that it will not permit any other broker-dealer to participate in the distribution of the Contracts unless such broker-dealer agrees that it will not accept any Premiums unless made payable to Issuer. Such broker-dealer must also agree to forward promptly to Issuer any Premiums received by such broker-dealer together with a completed Application.

Sales and Solicitation Activities. All solicitation and sales activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with the rules of FINRAthe NASD, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the rules and procedures that Issuer FNWL may issue from time to time. In particular, without limiting the generality of the foregoing: 3.5.1. (1) Distributor, along with appropriate Issuer FINRA FNWL NASD registered principals, shall train, supervise and be solely responsible for the conduct of Representatives with regard to their solicitation of Applications and Premiums and distribution of the Contracts, and shall supervise their compliance with applicable rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities. 3.5.2. (2) Neither Distributor nor any Representative shall offer, attempt to offer, or solicit Applications for, the Contracts, in any state or other jurisdiction unless Issuer FNWL has notified Distributor that such Contracts may lawfully be sold or offered for sale in such state, and has not subsequently revised such notice. 3.5.3. (3) Neither Distributor nor any Representative shall give any information or make any representation in regard to a class of Contracts in connection with the offer or sale of such class of Contracts that is not in accordance with the Contract Prospectus and the statement of additional information for such class of Contracts, or in the then then-currently effective prospectus or statement of additional information for a Fund, or in current advertising materials for such class of Contracts authorized by IssuerFNWL. 3.5.4. (4) Distributor and all Representatives agree to distribute and sell the Contracts in accordance with the market timing and frequent trading policies of the Variable Accounts as stated in the then-currently effective Contract Prospectus prospectus and the statement of additional informationinformation for the Contracts. 3.5.5. (5) Completed Applications for the Contracts solicited by Distributor, Distributor or Distributor's Representatives, or Selling Firms Representatives shall be transmitted directly to Issuer FNWL (or as otherwise designated by IssuerFNWL) generally by noon of the next business day following their receipt by Distributor, and in any event within such period required by applicable law, including NASD Rule 2821. All payments under the Contracts shall be made by check, money order, or wire payable to Issuer FNWL or by other method acceptable to Issuer FNWL as set forth in the Contract Prospectus. If Distributor holds any Premium at any time, Distributor shall hold such Premium in a fiduciary capacity and such Premium shall be remitted promptly to Issuer FNWL in accordance with applicable law. Distributor acknowledges that all such Premiums, whether by check, money order or wire, shall be the property of IssuerFNWL. Distributor acknowledges that Issuer FNWL shall have the unconditional right to reject, in whole or in part, any Application or Premium. Distributor acknowledges that it will not permit any other broker-dealer to participate in the distribution of the Contracts unless such broker-dealer agrees that it will not accept any Premiums unless made payable to Issuer. Such broker-dealer must also agree to forward promptly to Issuer any Premiums received by such broker-dealer together with a completed Application.

Sales and Solicitation Activities. All solicitation and sales activities engaged in by Distributor and its the Distributor Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with the rules of FINRAthe NASD, as well as with all applicable insurance laws and regulations, including any insurance laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the rules and procedures that Issuer Insurer may issue from time to time. In particular, without limiting the generality of the foregoing: 3.5.1. Distributor, along with appropriate Issuer FINRA registered principals, (1) Distributor shall train, supervise and be solely responsible for the conduct of Distributor Representatives with regard to their solicitation of Applications and Premiums and distribution of the Contracts, and shall supervise their compliance with applicable rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities. 3.5.2. (2) Neither Distributor nor any Distributor Representative shall offer, attempt to offer, or solicit Applications for, the Contracts, Contracts in any state or other jurisdiction unless Issuer Insurer has notified Distributor that such Contracts may lawfully be sold or offered for sale in such state, and has not subsequently revised such notice. 3.5.3. (3) Neither Distributor nor any Distributor Representative shall give any information or make any representation in regard to a class of Contracts in connection with the offer or sale of such class of Contracts that is not in accordance with the Contract Prospectus and the statement Statement of additional information Additional Information for such class of Contracts, or in the then then-currently effective prospectus or statement of additional information for a Fund, or in current promotional, sales or advertising materials for such class of Contracts authorized by IssuerInsurer. 3.5.4. Distributor and all Representatives agree to distribute and sell the Contracts in accordance with the market timing and frequent trading policies of the Variable Accounts as stated in the then-currently effective Contract Prospectus and the statement of additional information. 3.5.5. (4) Completed Applications applications for the Contracts solicited by Distributor or Distributor, Distributor's Representatives, or Selling Firms ’s Representatives shall be transmitted directly to Issuer (or as otherwise designated Insurer, generally by Issuer) noon of the next business day following their receipt by Distributor, and in any event within such period required by applicable law, including NASD Rule 2821. All payments under the Contracts shall be made by check, money order, or wire check payable to Issuer Insurer or by other method acceptable to Issuer Insurer as set forth in the Contract Prospectus. If Distributor holds any Premium is held at any timetime by Distributor, Distributor shall hold such Premium in a fiduciary capacity and such Premium shall be remitted promptly to Issuer Insurer in accordance with applicable law. Distributor acknowledges that all such Premiums, whether by check, money order check or wire, shall be the property of IssuerInsurer. Distributor acknowledges that Issuer Insurer shall have the unconditional right to reject, in whole or in part, any Application or Premium. Distributor acknowledges that it will not permit any other broker-dealer to participate in the distribution of the Contracts unless such broker-dealer agrees that it will not accept any Premiums unless made payable to Issuer. Such broker-dealer must also agree to forward promptly to Issuer any Premiums received by such broker-dealer together with a completed Application.

Sales and Solicitation Activities. All solicitation and sales activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with the rules of the FINRA, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the rules and procedures that Issuer FNWL may issue from time to time. In particular, without limiting the generality of the foregoing: 3.5.1. (1) Distributor, along with the assistance of appropriate Issuer FINRA FNWL staff registered principalsas principals with Distributor, shall train, be responsible for training the Representatives. Distributor shall supervise and be solely responsible for the conduct of Representatives with regard to their solicitation of Applications and Premiums Premiums, and of distribution of the Contracts, and shall supervise their compliance with applicable rules and regulations of any insurance or securities regulatory agencies or self-regulatory organizations that have jurisdiction over variable insurance product activities. 3.5.2. (2) Neither Distributor nor any Representative shall offer, attempt to offer, or solicit Applications for, the Contracts, in any state or other jurisdiction unless Issuer FNWL has notified Distributor that such Contracts may lawfully be sold or offered for sale in such state, and has not subsequently revised such notice. 3.5.3. (3) Neither Distributor nor any Representative shall give any information or make any representation in regard to a class of Contracts in connection with the offer or sale of such class of Contracts that is not in accordance with the Contract Prospectus and the statement of additional information for such class of Contracts, or in the then then-currently effective prospectus or statement of additional information for a Fund, or in current advertising materials for such class of Contracts authorized by IssuerFNWL. 3.5.4. (4) Distributor and all Representatives agree to distribute and sell the Contracts in accordance with the market timing Policies and frequent trading policies Procedures Regarding Disruptive Trading and Market Timing of the Variable Accounts as stated in the then-currently effective Contract Prospectus prospectus and the statement of additional informationinformation for the Contracts. 3.5.5. (5) Completed Applications for the Contracts solicited by Distributor or Distributor, Distributor's Representatives, or Selling Firms ’s Representatives shall be transmitted directly to Issuer FNWL (or as otherwise designated by IssuerFNWL) generally by noon of the next business day following their receipt by Distributor, and in any event within such period required by applicable law, including NASD Rule 2821. All payments under the Contracts shall be made by check, money order, or wire payable to Issuer FNWL or by other method acceptable to Issuer FNWL as set forth in the Contract Prospectus. If Distributor holds any Premium at any time, Distributor shall hold such Premium in a fiduciary capacity and such Premium shall be remitted promptly to Issuer FNWL in accordance with applicable law. Distributor acknowledges that all such Premiums, whether by check, money order or wire, shall be the property of IssuerFNWL. Distributor acknowledges that Issuer FNWL shall have the unconditional right to reject, in whole or in part, any Application or Premium. Distributor acknowledges that it will not permit any other broker-dealer to participate in the distribution of the Contracts unless such broker-dealer agrees that it will not accept any Premiums unless made payable to Issuer. Such broker-dealer must also agree to forward promptly to Issuer any Premiums received by such broker-dealer together with a completed Application.