The Contracts Clause Samples

The Contracts. The contract(s) with the successful bidder(s) will be executed with the Office of Management and Budget, Government Support Services acting for all participating agencies.

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. (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. 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.

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. 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 Contact owner.

The Contracts. Section 3.01. Representations and Warranties of the Seller............................. 29 Section 3.02.

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. (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. (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. Schedule 3.18 sets forth (i) a true and complete list of all of the contracts, commitments, leases, licenses and agreements to which the Partnership is a party other than the Immaterial Contracts (the “Material Contracts,” and together with the Immaterial Contracts and the Assigned Contracts, collectively, the “Contracts”) and (ii) the contracts, commitments, leases, licenses and agreements to which Seller or its Affiliate are a party that will be assigned to Buyer or its Affiliate as of the Closing Date (the “Assigned Contracts”). Sellers have made available to Buyer true and correct copies of all the Contracts, and have given, and will give, the agents, employees and representatives of Buyer, access to the originals of the Contracts to the extent originals are available. For purposes of the preceding sentence, Material Contracts shall not include managed care agreements, which have been handled on behalf of the Partnership by Buyer. “Immaterial Contracts” are commitments, contracts, and agreements which individually involve future payments to or by the Partnership of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Sellers represent and warrant with respect to the Contracts that: (a) The Contracts constitute legal, valid and binding obligations of the Partnership and, to the knowledge of Sellers, the other parties with respect thereto, and are enforceable against the Partnership and, to the knowledge of Sellers, the other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Except as set forth on Schedule 3.18(c), all obligations required to be performed by the Partnership and, to the knowledge of Sellers, the other parties with respect thereto prior to the date hereof under the terms of the Contracts have been performed, and no acts or omissions by the Partnership and, to the knowledge of Sellers, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a breach or default by the Partnership and, to the knowledge of Sellers, the other parties with respect thereto under the Contracts; and (d) Except as set forth on Schedule 3.18(d), none of the Contracts requires consent to a change in control of the Partnership....