NWL Sample Clauses

NWL. Collects, pays and accounts for premium taxes as appropriate. - Prepares and maintains all premium tax records by state. Maintains liabilities in General Account ledger for accrual of premium taxes collected. Integrates all company premium taxes due and performs related accounting. XXXXXXX & XXXX Regulatory and Other Reporting
Sample 1
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NWL. Applies underwriting issue criteria to application. Notifies agent and/or customer of any error or missing data necessary to underwrite application and establish Contract Owner records. -Receives and processes all Policyholder service requests, including but not limited to informational requests, beneficiary changes, payments, deposits, and transfers of contract value between eligible investment options. Receives and processes surrenders, loans, death claims in accordance with established guidelines. -Prepares checks for surrenders, loans, death claims and forwards to payee. Prepares and mails confirmation statement of disbursement to Contract Owner/Beneficiary, with copy to agent. -Maintains daily records of all changes made to Contract Owner accounts and values those accounts daily. -Researches and responds to all customer/broker policy inquiries. Keeps all required policyholder records. -Prints and provides all forms ancillary to contract policy issue. - Maintain adequate number of toll-free lines to service customer-broker policy inquiries. XXXXXXX & XXXX - Forwards completed application and associated forms to NWL. - Xxxxxxx & Xxxx shall maintain its registration under the 1934 Act and shall continue registration in good standing with the FINRA. Xxxxxxx & Xxxx shall promptly notify NWL in the event that any appointed agent fails to maintain required licenses, or materially fails to adhere to supervisory standards in connection with the sale of the products established jointly by NWL and Xxxxxxx & Xxxx. - Accommodates customer service function by providing any supporting information or documentation which may be in the control of Xxxxxxx & Xxxx. - Researches and responds to customer/broker inquiries regarding fund performance and distribution practices. - Promptly communicates complaints (formal written complaints and all inquires or complaints from any federal or state regulatory body) received by Xxxxxxx & Xxxx and assists in resolution. -Communicates responsibilities to producers and supports the process as appropriate.
Sample 1
NWL. Maintains a 24 hour “voice response” system for unit values and contract values and other applications as developed. - Responds to formal complaints from state insurance departments, the SEC, and other outside agencies. -Provides payout quotes information for customers. - Provides service support for all new contract sales. - Provides several daily outbound data feeds on existing contracts, including registration, transaction, unit values, and production history files in lieu of paper delivery of producer confirmation, quarterly statements, and commission statements.
Sample 1
NWL. Balances, edits, endorses and prepares daily deposit. -Places deposits in depository account. Prepares daily cash journal summary reports and maintains same for review by Xxxxxxx & Xxxx. XXXXXXX & XXXX
Sample 1
NWL. Prepares and files all contracts and registrations required by SEC and state insurance departments as related to the annuity product. – Prepares and files Separate Account Semi-Annual and Annual Statements. – Prepares and mails the appropriate, required IRS reports at the Contract Owner level. Files same with required regulatory agencies. – Prepares and files N-SAR for the Separate Account. - Responsible for all audits related to the separate account and registration. Provides periodic reports in accordance with Schedule of Reports to be jointly prepared by NWL and Xxxxxxx & Xxxx. XXXXXXX & XXXX - Prepares and files registrations as required by the SEC relative to the mutual fund investments. – - Prepares and files form N-SAR for the mutual funds. -Responsible for all audits related to the mutual funds. -Provides periodic reports in accordance with Schedule of Reports to be jointly prepared by NWL and Xxxxxxx & Xxxx. Sales and Marketing
Sample 1
NWL. Supports the wholesaling effort of the Products. - Provides input into the Sales and Marketing plan. Responsible for planning service and administration support to appropriately support the sales efforts. - Responsible for leading joint development of all sales and marketing materials and for all costs associated with printing, storing, postage and delivery. XXXXXXX & XXXX - Responsible for wholesaling the Products to prospective producers including seminars, one-on-one presentations, training, and other normal wholesaling activities. - Participates in joint development of all sales and marketing materials, and files with state insurance authorities as required, - Responsible for filing sales and marketing material with FINRA. - Responsible for development and - Provides input and prior approval on advertising materials. Files with regulatory agencies as required. associated costs of all advertising developed by Xxxxxxx & Xxxx. EXHIBIT B ADVERTISING AND SALES PROMOTION MATERIAL GUIDELINES In order to assure compliance with state and federal regulatory requirements and to maintain control over the distribution of promotional materials dealing with the Products, NWL and Xxxxxxx & Xxxx require that all variable contract promotional materials be reviewed and approved by both NWL and Xxxxxxx & Xxxx prior to their use. These guidelines are intended to provide appropriate regulatory and distribution controls. Sufficient lead time must be allowed in the submission of all promotional material. NWL and Xxxxxxx & Xxxx shall approve in writing all promotional material. Such approval shall not be unreasonably withheld and shall be given as promptly as possible within a reasonable period of time as agreed. All promotional material will be submitted in “draft” form to permit any changes or corrections to be made prior to the printing. NWL and Xxxxxxx & Xxxx will provide each other with the information below regarding the intended use of promotional material submitted. Approval for one use will not constitute approval for any other use. Different standards of review may apply when the same advertising material is intended for different uses. The following information will be provided for each item of promotional material:
Sample 1
NWL. Maintains a 24 hour “voice response” system for unit values and contract values and other applications as developed. · Responds to formal complaints on behalf of it and its affiliates from state insurance departments, the SEC, and other outside agencies where such complaints are specifically addressed to and directed toward NWL. · Promptly communicates complaints (formal written complaints and all inquires or complaints from any federal or state regulatory body) received by NWL which may relate to sales by Xxxxxxx & Xxxx, and assists in resolution. · Provides payout quotes information for customers. · Provides service support for all new contract sales. · Provides several daily outbound data feeds on existing contracts, including registration, transaction, unit values, and production history files in lieu of paper delivery of producer confirmation, quarterly statements, and commission statements. · Promptly communicates complaints (formal written complaints and all inquires or complaints from any federal or state regulatory body) received by Xxxxxxx & Xxxx which may relate to NWL products and assists in resolution. · Communicates responsibilities to producers and supports the process as appropriate.
Sample 1
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Related to NWL

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Stockholders’ Representative Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

  • The Company (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

  • Transnet (i) For legal notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: Group Legal Department

  • Shareholders’ Representative (a) Xxxxxxx Xxxxxxxxx (such person and any successor or successors being the “Selling Shareholders Representative”) shall act as the representative of the Selling Shareholders, and shall be authorized to act on behalf of the Selling Shareholders to take any and all actions required or permitted to be taken by the Selling Shareholders Representative under this Agreement and with respect to any claims (including the settlement thereof) made by a Investor Indemnified Party for indemnification pursuant to this Article VIII, including (i) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification and (ii) take all actions necessary in the judgment of the Selling Shareholders Representative for the accomplishment of the foregoing. In all matters relating to this Article VIII, the Selling Shareholders Representative shall be the only party entitled to assert the rights of the Selling Shareholders, and the Selling Shareholders Representative shall perform all of the obligations of the Selling Shareholders under this Article VIII. The Investor Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Selling Shareholders Representative. The Selling Shareholders Representative may resign upon not less than twenty (20) business days’ prior written notice to Investors and the Selling Shareholders. The Selling Shareholders by the vote of a majority-in-interest of their respective Pro Rata Portions may remove the Selling Shareholders Representative from time to time upon not less than twenty (20) business days’ prior written notice to Investors. Any vacancy in the position of the Selling Shareholders Representative may be filled by a majority-in-interest of the Selling Shareholders (based on their respective Pro Rata Portions), subject to the consent of the Investors (which consent shall not be unreasonably withheld, conditioned or delayed). Any successor Selling Shareholders Representative shall acknowledge in writing to the Investors his or her acceptance of his or her appointment as Selling Shareholders Representative.

  • AMD to the Fixed Interest Account, beginning with the date of such transfer, shall be credited with the Current Rate of Interest under this contract which was in effect on the date the transferred contribution was originally deposited into the Fixed Interest Account under the previous AUL contract.

  • Stockholder Representative (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

  • Shareholder Representative The Selling Parties, by virtue of their execution and delivery of this Agreement or, with respect to Selling Parties that are not signatories to this Agreement, by virtue of approval of this Agreement and the Merger by the Shareholders in accordance with the requirements of Delaware Law and by their acceptance of any Merger Consideration due to them, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, IBF (together with its permitted successors, the "Shareholder Representative"), as their true and lawful agent and attorney-in-fact, and the Shareholder Representative, by its execution of this Agreement shall be deemed to have accepted such appointment, to enter into any agreement in connection with the transactions contemplated by this Agreement or the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to act as proxy for each Selling Party in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of any such agreement (other than payment of the Merger Consideration due at Closing), to give and receive notices on their behalf, and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the assertion, prosecution, defense, settlement or compromise of and claim, action or proceeding for which any Shareholder, Purchaser, or the Merger Sub may be entitled to indemnification and the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Shareholder Representative shall not be liable for any action taken or not taken by him in his capacity as Shareholder Representative either (i) with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company voting stock (considered on an as converted basis), or (ii) in the absence of its own willful misconduct. If the Shareholder Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by those persons holding a majority of the shares of Company voting stock outstanding immediately prior to the Effective Time who shall serve and exercise the powers of Shareholder Representative hereunder. Solely with respect to any actions taken by the Shareholder Representative in its capacity as such, the Shareholder Representative shall have no liability to Purchaser, the Company or any of their respective affiliates except for claims based upon fraud or bad faith actions by the Shareholder Representative.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

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