Common use of Sale of Contracts Clause in Contracts

Sale of Contracts. (A) STATUS OF PRINCIPAL UNDERWRITER (i) Insurer, on its behalf and on behalf of each Separate Account, hereby appoints Underwriter, and Underwriter hereby accepts such appointment, to serve during the term of this Agreement as the exclusive principal underwriter of the Contracts in each state and other U.S. jurisdiction in which the Contracts may lawfully be offered and sold. Insurer agrees that at no time shall Underwriter be required by this Agreement to engage in any efforts to offer, solicit, sell, or negotiate Contracts. Insurer further agrees that the scope of Underwriter's appointment shall be limited to servicing currently existing and outstanding Contracts as well as Contracts that Insurer may in the future be required to issue pursuant to the terms of such Contracts or as may be expressly agreed to in writing by the Parties. The activities of Underwriter with respect to the Contracts shall be limited to those activities expressly enumerated in Schedule 3 hereto. (ii) Underwriter shall function at all times as, and be deemed to be, an independent contractor and neither Underwriter, nor any of its officers, directors, employees, or agents is or shall be an employee of Insurer in the performance of Underwriter's duties hereunder. Nothing in this Agreement shall restrict or in any way limit Underwriter from entering into distribution arrangements with other issuers or investment companies. (iii) Insurer acknowledges that Underwriter is not licensed as an insurance agent or producer and that, notwithstanding anything herein to the contrary, Underwriter shall not be required to perform or undertake any activities for which such insurance licensing may be required. (iv) Underwriter shall assist Insurer with Insurer's obligation under Rule 38a-1 under the 1940 Act, to review, no less frequently than annually, the adequacy of Underwriter's written compliance policies and procedures and the effectiveness of their implementation, as relevant to Underwriter's provision of services to the Insurer pursuant to this Agreement, by providing copies of such policies and procedures to the Insurer's Chief Compliance Officer on an annual basis, and providing such other assistance to which the Parties may, from time to time, mutually agree upon in writing. (v) Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be construed to relieve the Underwriter or the Administrator of any obligation under the Work Assignment and/or TPA Agreement. (B) NO ALTERATION, DISCHARGE, ETC., OF CONTRACTS Underwriter shall not have authority, and shall not grant authority to Underwriter Representatives, Distributors, or Distributor Representatives, on behalf of Insurer: to make, alter, waive, change or discharge any Contract or other contract entered into pursuant to a Contract; to waive any Contract forfeiture provision; to extend the time of paying any Premium; to endorse checks or money orders payable to Insurer, or to receive any monies or Premiums (except for the sole purpose of forwarding monies or Premiums to Insurer) without the prior express written consent of the Insurer. Underwriter shall not expend, nor contract for the expenditure of, the funds of Insurer, except as otherwise expressly agreed to in writing by Insurer and Underwriter. Underwriter shall not possess or exercise any authority on behalf of Insurer other than that expressly conferred on Underwriter by this Agreement or the Work Assignment, as supplemented by the terms and conditions of the TPA Agreement. To the extent that Underwriter receives a check payable to Insurer, Underwriter, or an Affiliate thereof, and all or part of such check represents a Premium, Underwriter shall handle such check in accordance with Section 3(b) hereof.

Sale of Contracts. (Aa) STATUS OF PRINCIPAL UNDERWRITER (i) UNDERWRITER --------------------- Insurer, on its behalf and on behalf of each the Separate AccountAccounts, hereby appoints authorizes Underwriter, and Underwriter hereby accepts such appointmentauthority, to serve during be the term of this Agreement as the exclusive distributor and principal underwriter of the Contracts in each state Contracts. Underwriter shall act as distributor and other U.S. jurisdiction in which principal underwriter of the Contracts may lawfully be offered Contracts, subject to Insurer's control. As distributor and sold. Insurer agrees that at no time principal underwriter, Underwriter shall Underwriter be required by this Agreement have the right to authorize third parties as Distributors and Distributor Representatives to engage in distribution activities involving the solicitation of Applications and Premiums directly from customers and prospective customers, in each case as Underwriter may so provide or limit, provided that Insurer reserves the right, which shall not be exercised unreasonably, to require that Underwriter not enter into a sales agreement with any efforts proposed Distributor or appoint a Distributor Representative that is under investigation by a state or federal regulator or that has been subject to offer, solicit, sell, regulatory sanction for other than minor or negotiate Contractstechnical violations of law or regulation. Insurer further agrees that shall authorize Underwriter on its behalf to appoint in the scope of Underwriter's appointment appropriate states or jurisdictions such Distributors or Distributor Representatives. Underwriter shall be limited to servicing currently existing and outstanding Contracts as well as Contracts that Insurer may in the future be required to issue pursuant to the terms of such Contracts or as may be expressly agreed to in writing by the Parties. The activities of Underwriter with respect to the Contracts shall be limited to those activities expressly enumerated in Schedule 3 hereto. (ii) Underwriter shall function at all times as, and be deemed to be, an independent contractor and neither Underwriter, nor any of its officers, directors, employees, or agents is or shall be an employee of Insurer in the performance of Underwriter's duties hereunder. Nothing Underwriter is not hereby obligated to register or maintain its registration as a broker or dealer under the state securities laws of any jurisdiction if, in the discretion of Underwriter, such registration is not practical, necessary for its duties under this Agreement shall Agreement, or feasible, nor does it restrict or in any way limit Underwriter from entering into distribution arrangements with other issuers or investment companies. (iii) Insurer acknowledges that Underwriter is not licensed as an insurance agent or producer and that, notwithstanding anything herein to the contrary, Underwriter shall not be required to perform or undertake any activities for which such insurance licensing may be required. (iv) Underwriter shall assist Insurer with Insurer's obligation under Rule 38a-1 under the 1940 Act, to review, no less frequently than annually, the adequacy of Underwriter's written compliance policies and procedures and the effectiveness of their implementation, as relevant to Underwriter's provision of services to the Insurer pursuant to this Agreement, by providing copies of such policies and procedures to the Insurer's Chief Compliance Officer on an annual basis, and providing such other assistance to which the Parties may, from time to time, mutually agree upon in writing. (v) Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be construed to relieve the Underwriter or the Administrator of any obligation under the Work Assignment and/or TPA Agreement. (Bb) NO ALTERATION, DISCHARGE, ETC., OF CONTRACTS -------------------------------------------- Underwriter shall not have authority, and shall not grant authority to Underwriter Representatives, Distributors, Distributors or Distributor Representatives, on behalf of Insurer: to make, alter, waive, change or discharge any Contract or other contract entered into pursuant to a Contract; to waive any Contract forfeiture provision; to extend the time of paying any Premium; to endorse checks or money orders payable to Insurer, or to receive any monies or Premiums (except for the sole purpose of forwarding monies or Premiums to Insurer) without the prior express written consent of the InsurerInsurer or to Reinsurer if appropriate). Underwriter shall not expend, nor contract for the expenditure of, the funds of Insurer, except as otherwise expressly agreed to in writing by Insurer and Underwriter. Underwriter shall not possess or exercise any authority on behalf of Insurer other than that expressly conferred on Underwriter by this Agreement or the Work Assignment, as supplemented by the terms and conditions of the TPA Agreement. To the extent that Underwriter receives a check payable to Insurer, Underwriter, or an Affiliate thereof, and all or part of such check represents a Premium, Underwriter shall handle such check in accordance with Section 3(b) hereof.