Common use of By The Distributor Clause in Contracts

By The Distributor. The Distributor represents and warrants to, and covenants with, the Insurance Companies as follows: (1) The Distributor has taken all actions necessary, including without limitation, those necessary under its articles of incorporation, by-laws and applicable state corporate law, to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereunder. (2) Prior to the sale of any Variable Product hereunder, the Distributor will be, and shall thereafter remain during the term of this Agreement, registered as a broker-dealer under the 1934 Act, a member in good standing of the NASD, and duly registered under applicable state securities laws. (3) Prior to the sale of any Variable Product hereunder, the Distributor will be, and shall thereafter remain during the term of this Agreement, in compliance with the eligibility requirements for certain affiliated persons and underwriters found in Section 9(a) of the ▇▇▇▇ ▇▇▇. (4) Prior to the sale of any Variable Product hereunder, the Distributor and each Distributor Agency Affiliate and their employees, agents and registered representatives will have all necessary state insurance licenses and other regulatory approvals to perform the services required by this Agreement and the Distributor will notify the Insurance Companies and the Underwriter within three business days of obtaining actual knowledge of any change in the status of such licenses or regulatory approvals. (5) While this Agreement remains in force and at any time following termination of this Agreement for any reason, the Distributor and the Distributor Agency Affiliates agree that they will not take any action designed or calculated to result in the transfer, exchange or replacement of any Policy or Contract.