The Broker. Dealer represents that it is a registered broker-dealer under the Securities Exchange Act of 1934, a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"), and is registered as a broker-dealer under state law to the extent required in order to provide the services described in this Agreement. Broker-Dealer agrees to abide by all rules and regulations of the NASD, including its Conduct Rules, and to comply with all applicable state and federal laws and the rules and regulations of authorized regulatory agencies affecting the sale of the contracts and/or policies, including the prospectus delivery requirements under the Securities Act of 1933 for the contracts and/or policies and any underlying mutual fund. The Broker-Dealer agrees to notify PEPCO promptly of any change, termination, or suspension of its status. Broker-Dealer shall immediately notify PEPCO with respect to: i) the initiation and disposition of any form of disciplinary action by the NASD or any other agency or instrumentality having jurisdiction with respect to the subject matter hereof against Broker-Dealer or any of its employees or agents; ii) the issuance of any form of deficiency notice by the NASD or any such agency regarding Broker-Dealer's training, supervision or sales practices; and/or iii) the effectuation of any consensual order with respect thereto.
The Broker. Dealer understands and agrees that in performing the services covered by this Agreement, it is acting in the capacity of an independent contractor and not as an agent or employee of PEPCO, and that it is not authorized to act for, or make any representation on behalf of, PEPCO or the Insurer except as specified herein. Broker-Dealer understands and agrees that PEPCO shall execute telephone transfer orders only in accordance with the terms and conditions of the then current prospectus applicable to the contracts and/or policies and agrees that, in consideration for the Broker-Dealer's right to exercise the telephone transfer privilege, neither PEPCO nor the Insurer will be liable for any loss, injury or damage incurred as a result of acting upon, nor will they be held responsible for the authenticity of, any telephone instructions containing unauthorized, incorrect or incomplete information. Broker-Dealer agrees to indemnify and hold harmless PEPCO and the Insurer against any loss, injury or damage resulting from any telephone exchange instruction containing unauthorized, incorrect or incomplete information received from Broker-Dealer or any of its registered representatives. (Telephone instructions are recorded on tape.)
The Broker. Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise the Company at least annually, at the Company's request, of its view of such prevailing rate. If the then-current Broker-Dealer Fee Rate is not, in the opinion of the Company and the Auction Agent, the prevailing rate, the Company shall change the Broker-Dealer Rate so that it equals such prevailing rate. The initial Broker-Dealer Fee Rate shall be 0.25% per annum. If the Company determines to increase the rate at which the Broker-Dealer Fee accrues, the Auction Agent shall mail a notice thereof to the Existing Holders within two Business Days of such change. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.
The Broker. Dealer shall not withhold placing Customers' orders for any Shares so as to profit itself as a result of such withholding. The Distributor shall not purchase any Shares from the Funds except for the purpose of covering purchase orders already received, and the Broker-Dealer shall not purchase any Shares from the Distributor except for the purpose of covering purchase orders already received.
The Broker. Dealer will indemnify the Distributor and hold it harmless from any claims or assertions relating to the lawfulness of the Broker-Dealer's participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons or entities affiliated with the Broker-Dealer which are performed in connection with the discharge of the Broker-Dealer's responsibilities under this Agreement. If such claims are asserted, the Distributor shall have the right to manage its own defense, including the selection and engagement of legal counsel and all costs of such defense shall be born by the Broker-Dealer. In addition, the Broker-Dealer agrees to indemnify and hold the Distributor harmless from any claims or assertions relating to the lawfulness of the Broker-Dealer's participation in this Agreement under the Glasx-Xxxxxxxx Xxx. At this time, the Broker-Dealer and the Distributor are not otherwise aware of any violations under the Glasx-Xxxxxxxx Xxx pursuant to this Agreement.