Selling Entities Sample Clauses

Selling Entities. Sale and Solicitation of Variable Insurance Products Broker/Dealer and Selling Entities each represent that they will engage in the solicitation and sale of Insurance Policies in accordance with applicable securities laws and regulations. In this regard, Broker/Dealer may have established affiliation agreements with each of the Selling Entities pursuant to which such agencies may receive commissions from the sale of variable insurance products. In this process, Broker/Dealer represents that each Selling Entity is an associated person as that term is defined under Section 3(a)(18) of the Securities Exchange Act of 1934, as amended. Broker/Dealer further represents that it will maintain supervision and control over the activities of each Registered Representative appointed by a Selling Entity engaged in the solicitation and sales of Insurance Policies pursuant to this agreement. Broker/Dealer will ensure that each Selling Entity designated to receive commissions on behalf of Broker/Dealer will be licensed as required to receive commissions for the sale of variable products in each applicable state. Additionally, Broker/Dealer represents that individuals who are not properly licensed under securities laws and regulations will not engage in any way in the solicitation or sale of variable Insurance Policies. Broker/Dealers agrees that it will maintain such books and records (including but not limited to FOCUS reports) as are necessary to comply with the rules of the NASD or other self-regulatory organizations.
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Selling Entities. Primerica Financial Services, Inc. Primerica Financial Services Insurance Marketing, Inc. Primerica Financial Services of Alabama, Inc. Primerica Insurance Services of Louisiana, Inc. Primerica Financial Services Insurance Marketing of Maine, Inc. Primerica Insurance Agency of Massachusetts, Inc. Primerica Financial Services Insurance Marketing of Nevada, Inc. Primerica Financial Services Agency of New York, Inc. Primerica Insurance Marketing Services of Puerto Rico, Inc. Primerica Financial Services Insurance Marketing of Wyoming, Inc. 34. Schedule 2.6(c)
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Selling Entities. Notwithstanding any other provision of this Agreement to the contrary, the following items shall be excluded from the Acquired Assets (the “Excluded Assets”):
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Selling Entities. The Company, Principal Underwriter , Wholesaling Agency and Wholesaling Broker-Dealer have entered into selling agreements with Selling Entities authorizing Selling Entities to solicit and procure applications for the Contracts. The Company, Principal Underwriter, Wholesaling Agency and Wholesaling Broker-Dealer make no representations or warranties on behalf of Selling Entities concerning any obligations of Selling Entities pursuant to such separate agreements. The Company, Principal Underwriter, Wholesaling Agency and Wholesaling Broker-Dealer shall not be responsible in any way for the activities of Selling Entities, their directors, officers, employees, agents, or representatives. Without limitation, Wholesaling Agency and Wholesaling Broker-Dealer shall not have any duty to: (a) supervise agents of Selling Entities; (b) make suitability determinations concerning the sale of Contracts to Selling Entities’ customers or otherwise act as the agent of record; (c) receive, take control or possession of, or otherwise forward customer funds to the Company; (d) ensure delivery of Contracts; (e) provide service to customers pertaining to Contracts; (f) verify customers’ identity under Section 326 of the USA PATRIOT Act; or (g) undertake any obligations other than providing Wholesaling Services, unless otherwise expressly stated herein.
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Selling Entities. Within sixty (60) days after the Closing Date, Purchaser agrees to delete permanently the Selling Entities' names and the Selling Entities' Marks from all Assets in its possession or under its control, including, without limitation, promotional materials, drawings and signage.
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Related to Selling Entities

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. ATTACHMENT B – PAYMENT PROVISIONS The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Certificate of Selling Stockholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Stockholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

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