The Contracts Clause Samples

The Contracts. (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and FINRA suitability guidelines. Without limiting the foregoing, you agree that in recommending to a Contract owner the purchase, sale or exchange of any subaccount units under the Contracts, you shall have reasonable grounds for believing that the recommendation is suitable for such Contract owner and, to the extent such recommendations are made by broker-dealers not affiliated with you, you shall require in written agreements with such broker-dealers that they have reasonable grounds for believing that such recommendation is suitable for such Contract owner.

The Contracts. The contract(s) with the successful bidder(s) will be executed with the Office of Management and Budget, Government Support Services acting for all participating agencies.

The Contracts. (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission (“SEC”) under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and who are members in good standing of the National Association of Securities Dealers, Inc. (the “NASD”); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines. Without limiting the foregoing, you agree that in recommending to a Contract owner the purchase, sale or exchange of any subaccount units under the Contracts, you shall have reasonable grounds for believing that the recommendation is suitable for such Contract owner.

The Contracts. (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines. Without limiting the foregoing, you agree that in recommending to a Contract owner the purchase, sale or exchange of any subaccount units under the Contracts, you shall have reasonable grounds for believing that the recommendation is suitable for such Contract owner and, to the extent such recommendations are made by broker-dealers not affiliated with you, you shall require in written agreements with such broker-dealers that they have reasonable grounds for believing that such recommendation is suitable for such Contact owner.

The Contracts. Section 3.01. Representations and Warranties of the Seller............................. 29 Section 3.02.

The Contracts. (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

The Contracts. 1. The Company represents that it has established each of the Accounts specified on Schedule A as a separate account under Texas law, and has registered each such Account as a unit investment trust under the 1940 Act to serve as an investment vehicle for variable annuity contracts and/ or variable life contracts offered by the Company (the "Contracts"). The Contracts provide for the allocation of net amounts received by the Company to separate divisions of the Account for investment in the shares of the Portfolios. Selection of a particular division is made by the Contract owner who may change such selection from time to time in accordance with the terms of the applicable Contract. The Company agrees to make every reasonable effort to market its Contracts. In marketing its Contracts, the Company will comply with all applicable state or Federal laws.

The Contracts. Purchaser hereby assumes and agrees to perform and discharge each and all of the obligations and liabilities of Seller under each Contract and each Permit, arising or accruing on or after the date hereof, in each case in accordance with and subject to all the terms, covenants and conditions of each such Contract or Permit, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions to, the conveyance of any Contracts or Permits, without the prior written consent of third parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or prior to the date hereof, then (i) any provision contained in this Assignment or the Purchase Agreement to the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, and (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by applicable Law, the assignment of such Contracts or Permits shall become effective automatically as of the date hereof, without further action on the part of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligation,...

The Contracts. (a) Servicer's Custody of Contract Files and Servicer Contract Files. The parties to the Pooling and Servicing Agreement, by their execution thereof, acknowledge the Servicer's appointment to serve as custodian of the Contract Files and the Servicer Contract Files as described herein for the benefit of the Certificateholders and the Trustee. The Servicer, by its execution of the Pooling and Servicing Agreement, agrees to, and shall, retain possession of the Contract File and the Servicer Contract File pertaining to each of the Contracts on behalf of the Certificateholders and the Trustee. The Servicer (or a custodian appointed by the Servicer) shall hold each Contract and any other documents constituting each Contract File and each Servicer Contract File that are in the possession of the Servicer or that at any time come into the possession of the Servicer in trust as custodian for the Holders of the Certificates, and the Servicer hereby acknowledges and declares that it holds and will hold or has agreed to hold such documents as custodian and as the bailee for, and for the exclusive use and benefit of, the Holders of the Certificates in accordance with the terms of the Pooling and Servicing Agreement, and shall make disposition thereof only in accordance with the Pooling and Servicing Agreement. The Servicer shall segregate and maintain continuous custody of all documents constituting the Contract Files in its possession in secure and fireproof-rated locked files or vaults in accordance with customary standards for such custody. From time to time, the Company or the Seller shall deliver to the Servicer for inclusion in the appropriate Contract File, the original Contract Documents for any Contract to the extent that copies of such original documents were initially included in such Contract File or in the event that only a copy of an application for an original Contract Document was initially included among the related Contract Documents. In addition, the Servicer shall add to the appropriate Contract File any additional original documents received by the Servicer that evidence a modification of the related Contract approved by the Company. The Servicer shall maintain custody of the Contract Files and Servicer Contract Files for each Series in its possession at its offices where the Contract Files and Servicer Contract Files are presently maintained or at such other offices of the Servicer in the State of Florida as the Servicer may identify to the Trustee...