Common use of Selling Firms Clause in Contracts

Selling Firms. Subject to NW’s prior approval, NW authorizes Distributor to enter into Selling Agreements, on such terms and conditions that are consistent with this Agreement, with one or more Selling Firms that agree to participate in the solicitation of sales of the Contracts. NW shall join Distributor as a party to such Selling Agreements. Selling Firms shall be registered as a broker-dealer under the 1934 Act and as a member of FINRA. Distributor shall take reasonable steps to ensure that any Selling Firm and its Selling Firm Representatives soliciting applications for Contracts are duly and appropriately licensed and registered to engage in the sale of such Contracts under all applicable securities and insurance laws, rules and regulations prior to the execution of a Selling Agreement. Distributor shall be responsible for investigating the background of any Selling Firm prior to entering into any Selling Agreement and shall inform NW of its findings. Distributor and NW agree to include within such Selling Agreement provisions reasonably designed to ensure that: (i) Activities of Selling Firm and Selling Firm Representatives related to sales of Contracts are in compliance with applicable laws, rules and regulations; (ii) Selling Firm properly supervises their Selling Firm Representatives in accordance with applicable laws, rules and regulations; (iii) Selling Firm indemnifies NW and Distributor for the acts or omissions of Selling Firm Representatives insofar as they relate to their solicitation activities related to sales of the Contracts; and (iv) Selling Firm adheres to transaction processing policies established by NW and Distributor. NW or Distributor reserves the right, in its discretion, to terminate its Selling Agreement with a Selling Firm, at any time and shall promptly notify each other when such an event occurs.

Selling Firms. Subject to NWthe Life Company’s prior approval, NW Life Company authorizes the Distributor to enter into Selling Agreements, on such terms and conditions that are consistent with this Agreement, with one or more Selling Firms that agree to participate in the solicitation of sales of the Contracts. NW Life Company shall join Distributor as a party to such Selling Agreements. Selling Firms shall be registered as a broker-dealer under the 1934 Act and as a member of FINRA. Distributor shall take reasonable steps to ensure that any Selling Firm and its Selling Firm Representatives soliciting applications for Contracts are duly and appropriately licensed and registered to engage in the sale of such Contracts under all applicable securities and insurance laws, rules and regulations prior to the execution of a Selling Agreement. Distributor shall be responsible for investigating the background of any Selling Firm prior to entering into any Selling Agreement and shall inform NW the Life Company of its findings. Distributor and NW Life Company agree to include within such Selling Agreement provisions reasonably designed to ensure that: (i) Activities of Selling Firm and Selling Firm Representatives related to sales of Contracts are in compliance with applicable laws, rules and regulations; (ii) Selling Firm properly supervises their Selling Firm Representatives in accordance with applicable laws, rules and regulations; (iii) Selling Firm indemnifies NW the Life Company and Distributor for the acts or omissions of Selling Firm Representatives insofar as they relate to their solicitation activities related to sales of the Contracts; and (iv) Selling Firm adheres to transaction processing policies established by NW the Life Company and Distributor. NW Life Company or Distributor reserves reserve the right, in its discretion, to terminate its Selling Agreement with a Selling Firm, at any time and shall promptly notify each other when such an event occurs. In the event a Selling Agreement is terminated, Life Company may continue to provide customer services to Contract owners and Distributor may assist the Life Company in providing such services. In the event an existing Contract is not transferred to another Selling Firm immediately following such termination, there shall be no broker-dealer of record for such Contract unless and until (i) proper selling agreement is executed by the Life Company, Distributor and a new broker-dealer of record, and (ii) proper steps are taken to transfer the Contract to such new broker-dealer of record.