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.
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. 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. Section 3.01. Representations and Warranties of the Seller............................. 29 Section 3.02.
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...
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. The Issuer will, not later than the Closing Date, enter into (and provide the Subscriber with a copy of) (1) a supplemental trust deed (the “Supplemental Trust Deed”) with such amendments as approved by the Subscriber of the trust deed dated December 14, 2017 (as so amended, the “Trust Deed”) with The Bank of New York Mellon, London Branch as Trustee (the “Trustee”) and (2) a supplemental agency agreement (the “Supplemental Agency Agreement”) as approved by the Subscriber of the paying, conversion and transfer agency agreement dated December 14, 2017 (as so amended, the “Agency Agreement”) with The Bank of New York Mellon, London Branch (the “Principal Paying Agent”), the Trustee and the agents named in it. This Agreement, the Supplemental Trust Deed and the Supplemental Agency Agreement are together referred to as the “Contracts”.
The Contracts. All chattel paper and Contracts pertaining to any Facility Equipment, including, without limitation, all of Borrower's right, title and interest in, to and under each Facility Contract relating to each item of Facility Equipment and the right to receive all payments thereunder (collectively, the "Intangible Collateral").