General Agent and Broker. Dealer shall not induce any employee or agent of The Company to terminate that relationship, persuade owners of insurance or annuity contracts issued by The Company to discontinue their contracts or otherwise do anything prejudicial to the interests of The Company or the owners of contracts issued by it.
General Agent and Broker. Dealer agree to comply with, and to cause the Agents to comply with, the administrative procedures of The Company relating to the Contracts and the policies and procedures adopted by The Company relating to privacy, agent conduct and similar matters and identified in the Policies and Procedures Schedule which is Exhibit C to this Agreement, to the extent such policies and procedures are applicable to the offer, sale and servicing of the Contracts, as those administrative procedures and other policies and procedures are now in effect or may be amended or established in the future by The Company in its sole discretion and communicated to General Agent and Broker-Dealer, as appropriate. General Agent and Broker-Dealer acknowledge receipt of those policies of The Company set forth in the Policies and Procedures Schedule.
General Agent and Broker. Dealer shall maintain such books and records concerning the activities of the Agents as may be required under applicable insurance and securities laws and regulations and the rules of the NASD, and as may be reasonably required by The Company or Xxxx Xxxxxxx Distributors LLC to reflect adequately the Contracts business processed through General Agent or Broker-Dealer. General Agent and Broker-Dealer shall maintain such books and records at their respective principal places of business in good and legible condition for a period of six calendar years following the year in which this Agreement is terminated (the "Post-Termination Period") and shall make them available during normal business hours to The Company or Xxxx Xxxxxxx Distributors LLC from time to time while this Agreement is in effect and during the Post-Termination Period upon 10 days' written request.
General Agent and Broker. Dealer shall not induce any employee or agent of Manulife USA to terminate that relationship, persuade owners of insurance or annuity contracts issued by Manulife USA to discontinue their contracts or otherwise do anything prejudicial to the interests of Manulife USA or the owners of contracts issued by it.
General Agent and Broker. Dealer agree to comply with, and to cause the Agents to comply with, the administrative procedures of Manulife USA relating to the Contracts and the policies and procedures adopted by Manulife USA relating to privacy, agent conduct and similar matters and identified in the Policies and Procedures Schedule which is Exhibit C to this Agreement, to the extent such policies and procedures are applicable to the offer, sale and servicing of the Contracts, as those administrative procedures and other policies and procedures are now in effect or may be amended or established in the future by Manulife USA in its sole discretion and communicated to General Agent and Broker-Dealer, as appropriate. General Agent and Broker-Dealer acknowledge receipt of those policies of Manulife USA set forth in the Policies and Procedures Schedule.
General Agent and Broker. Dealer are not authorized, and may not authorize anyone else, to give any information or to make any representation concerning Manulife USA, the Contracts, the separate accounts of Manulife USA or the underlying investment funds for the Contracts other than those contained in the current Registration Material and Sales Material authorized for use by Manulife USA or ManEquity. Broker-Dealer, General Agent and Agents may not modify or represent that they are authorized to modify any such material.
General Agent and Broker. Dealer shall maintain such books and records concerning the activities of the Agents as may be required under applicable insurance and securities laws and regulations and the rules of the NASD, and as may be reasonably required by Manulife USA or ManEquity to reflect adequately the Contracts business processed through General Agent or Broker-Dealer. General Agent and Broker-Dealer shall maintain such books and records at their respective principal places of business in good and legible condition for a period of six calendar years following the year in which this Agreement is terminated (the "Post-Termination Period") and shall make them available during normal business hours to Manulife USA or ManEquity from time to time while this Agreement is in effect and during the Post-Termination Period upon 10 days' written request.
General Agent and Broker. Dealer are not authorized, and may not authorize anyone else, to give any information or to make any representation concerning The Company, the Contracts, the separate accounts of The Company or the underlying investment funds for the Contracts other than those contained in the current Registration Material and Sales Material authorized for use by The Company or Xxxx Xxxxxxx Distributors LLC. Broker-Dealer, General Agent and Agents may not modify or represent that they are authorized to modify any such material.
General Agent and Broker. Dealer and the Subagents shall not use any written or audio-visual sales material (including prepared scripts (or oral presentations) in connection with the sales of the Contracts or solicitations thereof, unless such material has been provided by, or approved in writing in advance of such use by, the Insurer and Distributor. In accordance with the requirements of Federal law and certain state laws, General Agent and Broker/Dealer shall maintain complete records indicating the manner and extent of distribution of any such solicitation material. This material shall be made available to appropriate federal and state regulatory agencies as required by law or regulation and to Distributor and Insurer upon written request. General Agent and Broker/Dealer jointly and severally hold the Insurer, Distributor and their respective affiliates harmless from any liability arising from the use of any material which has not been provided specifically approved in writing by Insurer and Distributor.
General Agent and Broker. Dealer shall indemnify and hold harmless Directed Services, First Golden, the Trust, the Trust's Manager, and each of their directors, trustees, officers, employees, affiliated persons or agents, and each person, if any, who controls Directed Services, the Trust, or the Trust's Manager, within the meaning of Section 15 of the Securities Act (collectively, the "Indemnified Persons") against any losses, claims, damages, litigation expenses or liabilities, including legal and other expenses, and amounts paid in settlement, to which any Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, litigation expenses, liabilities, or actions, proceedings, or investigations in respect thereof are related to the offer and/or sale of the Policies, which shall include the Trust shares, arising out of or based upon any unauthorized use of Offering Materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Policies, including but not limited to, failure to deliver the Policy Prospectus or the Trust Prospectus by General Agent, and reimburse the Indemnified Persons for any legal and other expenses reasonably incurred by them in connection with investigating or defending against such loss, claim, action, proceeding or investigation; provided, however, that General Agent and Broker-Dealer shall not be liable in any such case to the extent that such claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in Offering Materials, or any amendment or supplement thereto, in reliance upon and in conformity with information (including, without limitation, negative responses upon and in inquiries) furnished by or on behalf of Directed Services or any affiliate thereof to General Agent, Broker-Dealer, or its affiliates, specifically for use in the preparation thereof, or willful misfeasance, bad faith or gross negligence of Directed Services in the performance of its obligations and duties under this Agreement. This indemnity agreement will be in addition to any liability which General Agent and Broker-Dealer may otherwise have. In no case will an indemnifying party be liable under the provision of this Section E with respect to any claims made against an indemnified party unless the indemnified party shall have notified the indemnifying party in writing pursuant to Section O within a reasonab...
