Selling Broker. Dealer -- A person registered as a broker-dealer and licensed as a life insurance agent or affiliated with a person so licensed, and authorized to distribute the Contracts pursuant to a sales agreement as provided for in Section 4 of this Agreement.
Selling Broker. Dealer and General Agent shall keep confidential all information obtained pursuant to this Agreement, including, without limitation, names of the purchasers of the Policies, and shall disclose such information, only if Pacific Mutual or PEN have authorized such disclosure in writing, or if such disclosure is expressly required by applicable federal or state regulatory authorities.
Selling Broker. Dealer and General Agent agree to indemnify and hold harmless Pacific Mutual, the Fund and PEN, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon; (a) any oral or written misrepresentation by Selling Broker-Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Mutual and PEN pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub-agents or employees of General Agent or Selling Broker-Dealer for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Mutual or PEN or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Mutual, PEN, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.
Selling Broker. Dealer or General Agent will be notified promptly of any customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by Pacific Mutual or PEN with respect to Selling Broker-Dealer or General Agent or any Sub-agent or which may affect Pacific Mutual's issuance of any contracts sold under this Agreement; and
Selling Broker. Dealer and General Agent will promptly notify Pacific Mutual and PEN of any customer complaint or notice of any regulatory investigation or proceeding received by Selling Broker-Dealer, General Agent or their affiliates with respect to Selling Broker-Dealer, General Agent or any Sub-agent in connection with any Contracts distributed under this Agreement or any activity in connection with any such policies. In the case of a substantive customer complaint, Pacific Mutual, PEN, Selling Broker-Dealer and General Agent will cooperate in investigating such complaint and any response will be sent to the other party to this Agreement for approval not less than five business days prior to its being sent to the customer or regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or telegraph.
Selling Broker. Broker working with Buyer (including in transactions where Broker is representing Seller) is identified on the signature page as “Selling Broker;” and said Broker is □ OR is not □ representing Buyer; and
Selling Broker. Dealer acknowledges that certain classes of investors may be entitled to purchase Class A Shares at net asset value, without a sales charge, as from time to time provided in the applicable Prospectus.
Selling Broker. Dealer agrees, with respect to the Class A Shares, to advise WMFD promptly at WMFD's request as to the amount of any and all sales by Selling Broker-Dealer qualifying for a reduced sales charge or no sales charge.
Selling Broker. Dealer agrees that payment for orders from Selling Broker-Dealer for the purchase of Shares will be made in accordance with the terms of the Prospectus.
Selling Broker. Dealer hereby represents and warrants that: (a) Selling Broker-Dealer is a corporation, partnership or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which Selling Broker-Dealer is organized; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and all other authorizations and approvals (if any) required for Selling Broker-Dealer's lawful execution and delivery of this Agreement and Selling Broker-Dealer's performance hereunder have been obtained; and (c) upon execution and delivery by Selling Broker-Dealer, and assuming due and valid execution and delivery by WMFD, this Agreement will constitute a valid and binding agreement, enforceable against Selling Broker-Dealer in accordance with its terms.
