FIRST GREAT. WEST, in its sole discretion, may refuse to appoint or renew the appointment of a SCHWAB employee as a FIRST GREAT-WEST insurance agent. In the event FIRST GREAT-WEST refuses to renew the appointment of a SCHWAB employee, it shall not act except upon ten (10) days prior written notice to SCHWAB.
FIRST GREAT. WEST and SCHWAB may, from time to time, enter into separate written agreements ("Sales Agreements"), on such terms and conditions as they may determine to be not inconsistent with this Agreement, with one or more organizations that agree to participate in the distribution of the Contracts, provided, that such organizations, shall to the extent required by law, be both registered as a broker-dealer under the 1934 Act and a member of the NASD, and provided further, that such organizations and their agents or representatives soliciting applications for Contracts shall be properly licensed, registered or otherwise qualified to offer and sell the Contracts under the applicable insurance and other laws of each state or other jurisdiction in which FIRST GREAT-WEST is licensed to sell the Contracts. Such written agreements with other organizations shall be subject to approval by FIRST GREAT-WEST and shall incorporate terms and provisions establishing requirements and standards of conduct on the sale of the Contracts by the organization.
FIRST GREAT. WEST represents and warrants that it will prepare, print, and deliver, in a timely manner annual and semi-annual reports for the Accounts, Contract Prospectuses, voting instruction forms, as required, and related materials to all existing Contract owners, as appropriate. The costs of preparing and delivering the foregoing materials shall be borne by FIRST GREAT-WEST.
FIRST GREAT. WEST represents and warrants that it shall prepare, print, deliver and file with the SEC or other appropriate regulatory body, or cause the same to be done, as required by law and in a timely manner, all registration statements, annual and semi-annual reports, proxies and related materials, and other documents relating to all underlying investment vehicles to which Contract owner premiums may be allocated. FIRST GREAT-WEST's obligations in this regard, and the allocation of expenses relating thereto, shall be delineated in a separate agreement with each underlying investment vehicle and SCHWAB, to which FIRST GREAT-WEST shall be a party.
FIRST GREAT. WEST represents and warrants that each Account is a "segregated asset account" and that interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code and the regulations thereunder to the extent required by law. FIRST GREAT-WEST will make every effort to continue to meet such definitional requirements, and it will notify SCHWAB immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
FIRST GREAT. WEST agrees to administer the Contracts in a manner that will comply with all federal and state tax law.
FIRST GREAT. WEST agrees to prepare, print, and deliver to Contract owners, and, to the extent required, file with the Internal Revenue Service and any other appropriate regulatory body, all reports, forms, and other information necessary for FIRST GREAT-WEST to comply with applicable federal and state tax law.
FIRST GREAT. WEST represents and warrants that:
FIRST GREAT. WEST shall provide to SCHWAB or its designated agent at least one complete copy of all SEC registration statements, Contract Prospectuses, reports, any required voting instruction solicitation material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to each Account or the Contracts, at least five (5) business days prior to the filing of such document with the SEC or other regulatory authorities for approval.
FIRST GREAT. WEST and its employees shall have no authority to, and shall not (i) give or offer to give on behalf of SCHWAB, any tax or legal advice related to the purchase of a Contract, or (ii) exercise any authority on behalf of SCHWAB other than that expressly conferred on FIRST GREAT-WEST or its employees by this Agreement. SECTION 3.
