conversations.from: human
conversations.value: Complete 'Section 1. LIMITED LICENSE: Nothing in ... ' for this contract: STRATEGIC ALLIANCE AGREEMENT
  This agreement ("Agreement"), is entered into as of the date on which the Registration Statement is declared effective by the SEC (the "Effective Date"), by and among PHL VARIABLE INSURANCE COMPANY ("PHLVIC"), PHOENIX LIFE INSURANCE COMPANY, ("PLIC" and, together with PHLVIC, "PHL Variable"), PHOENIX EQUITY PLANNING CORPORATION ("PEPCO" and, together with PHLVIC and PLIC, the "PHL Parties"), and INVESTORS CAPITAL CORPORATION ("ICC"). Except as otherwise defined, capitalized terms used herein shall have the meanings given to them in Section 1 Definitions, below.
  RECITALS
  A. PHL Variable will offer to issue the GIE to ICC Customers.
  B. ICC is a broker dealer that is registered under the 1934 Act and with FINRA and an investment adviser that is registered with the SEC under the Advisers Act and doing business as an investment adviser as Investors Capital Advisory Services ("ICAS").
  C. ICAS has established certain asset allocation Models that are eligible for use with the GIE, and in the future may establish other Models that become eligible for use with the GIE.
  D. ICC and the Phoenix Parties have previously entered into a Selling Agreement, effective as of December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, pursuant to which ICC will solicit sales of the GIE to ICC Customers.
  E. The Parties desire to set forth herein certain of their respective duties and obligations in connection with the GIE, all upon the terms and subject to the conditions more fully set forth below.
  NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and obligations hereinafter set forth, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
  SECTION 1 DEFINITIONS
conversations.from: assistant
conversations.value: 1. (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;
   - 38 -
   (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: STRATEGIC ALLIANCE AGREEMENT This agreement ("Agreement"), is [words 1] as of the date on which [words 2] Registration Statement is declared effective by the SEC (the "Effective [words 3] among PHL VARIABLE INSURANCE COMPANY ("PHLVIC"), [words 4] ("PLIC" and, together with PHLVIC, "PHL Variable"), [words 5] PLANNING CORPORATION ("PEPCO" and, together with [words 6] "PHL Parties"), and INVESTORS CAPITAL CORPORATION ("ICC"). Except as [words 7] terms used herein shall have the [words 8] Section 1 Definitions, below. RECITALS A.
conversations.from: assistant
conversations.value: words 1: entered into 
  words 2: the 
  words 3: Date"), by and 
  words 4: PHOENIX LIFE INSURANCE COMPANY, 
  words 5: PHOENIX EQUITY 
  words 6: PHLVIC and PLIC, the 
  words 7: otherwise defined, capitalized 
  words 8: meanings given to them in
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: PHL Variable will offer to issue the GIE to ICC Customers. ...
conversations.from: assistant
conversations.value: words 1: B
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: ICC is a broker dealer that [words 1] 1934 Act and with FINRA and an [words 2] that is registered with the SEC under [words 3] doing business as an investment adviser as Investors Capital [words 4] ("ICAS"). C. ICAS has established certain [words 5] Models that are eligible for use with the GIE, and in the future may establish other [words 6] become eligible for use with the GIE. D. [words 7] Parties have previously entered into a Selling Agreement, [words 8] 2002 and the addition of GIE to [words 9] Date, pursuant to which ICC will solicit sales [words 10] GIE to ICC Customers. E.
conversations.from: assistant
conversations.value: words 1: is registered under the 
  words 2: investment adviser 
  words 3: the Advisers Act and 
  words 4: Advisory Services 
  words 5: asset allocation 
  words 6: Models that 
  words 7: ICC and the Phoenix 
  words 8: effective as of December 1, 
  words 9: the Selling Agreement effective as of the Effective 
  words 10: of the
conversations.from: human
conversations.value: What could be the completion of this text: The Parties desire to set forth herein certain of their respective duties ...
conversations.from: assistant
conversations.value: Here you go: and obligations in connection with the GIE, all upon the terms and...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: subject to the conditions more fully set forth below. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and obligations hereinafter set...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: forth, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: bound, agree as follows: SECTION 1 DEFINITIONS - 1 - 1.01 1933 Act. The Securities Act of 1933, as amended.1.02 1934 Act. The Securities Exchange Act of 1934, as amended.1.03 Advisers Act.
conversations.from: human
conversations.value: What could be the completion of this text: The Investment Advisers Act ...
conversations.from: assistant
conversations.value: Here you go: of 1940, as amended.1.
conversations.from: human
conversations.value: What could be the completion of this text: 04 Affiliate. With respect to a person, any other person controlling, controlled by, or under common control with, such person. - 2 - 1.05 ...
conversations.from: assistant
conversations.value: Here you go: Agreement.
conversations.from: human
conversations.value: What could be the completion of this text: The term shall have the meaning set ...
conversations.from: assistant
conversations.value: Here you go: forth in the introductory section of this Agreement.1.
conversations.from: human
conversations.value: What could be the completion of this text: 06 Application. The application, enrollment form, or similar form approved for use ...
conversations.from: assistant
conversations.value: Here you go: by PHL Variable by which an ICC Customer applies for a GIE.1.07...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Books and Records. All books and records maintained or required by applicable Law to be maintained by each of the Parties hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: records in other forms.1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 08 Business Day. A day when the [spans 1] Certificate. The certificate of insurance issued by [spans 2] Owner. The person or entity that is the owner of a Certificate.1.11 Change of Control.
conversations.from: assistant
conversations.value: spans 1: New York Stock Exchange is open for business.1.09 
  spans 2: PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.1.10 Certificate
conversations.from: human
conversations.value: What could be the completion of this text: The term shall have the meaning set forth in Section 16.01.2.1.12 Confidential Information. The term shall have the meaning set forth in Section 11.03.1 ...
conversations.from: assistant
conversations.value: Here you go: 1.13 Customer Complaint. The term shall have the meaning set forth in Section 11.04.1.14 Determination. The term shall have the meaning set forth in...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Section 12.02.1.6.1.15 ICC. The term shall have the meaning set forth in the introductory section of this Agreement.1.16 Effective Date.
conversations.from: human
conversations.value: What could be the completion of this text: The date set forth in the introductory section of this Agreement.1.17 Fee Increase Notice Date. The term shall have the meaning set forth in ...
conversations.from: assistant
conversations.value: Here you go: Section 8.08.1.1.
conversations.from: human
conversations.value: What could be the completion of this text: 18 Governmental Entity. Any domestic, federal or State, court, governmental or regulatory authority or agency, including State insurance and State securities regulators.1.19 GIE. The Master Group Annuity Contracts and each Certificate issued by PHL Variable and registered on Form ...
conversations.from: assistant
conversations.value: Here you go: S-1 under the 1933 Act with the SEC under File No.333-XXXXXX as in effect on the Effective Date, including any riders, endorsements or amendments to the Master Group Annuity Contracts or the Certificates, and each Application. - 3 - 1.
conversations.from: human
conversations.value: What could be the completion of this text: 20 GIE Fees. The fees due to either PHLVIC or PLIC, as applicable, by a Certificate Owner under a Certificate for coverage under ...
conversations.from: assistant
conversations.value: Here you go: such Certificate.1.21 Investment Company Act. The Investment Company Act of 1940, as amended.1.22 IRC. The Internal Revenue Code of 1986, as amended.1.23 Law.
conversations.from: human
conversations.value: What could be the completion of this text: Any law, rule, regulation, order or written interpretation of any governmental body or self regulatory organization, and any writ, judgment, injunction or court decree.1.24 ICAS. A business unit of ICC ...
conversations.from: assistant
conversations.value: Here you go: which is an investment adviser that is registered with the SEC under the Advisers Act 1.25 ICC GIE Persons. The term shall have the meaning set forth in Section 8.07.1.1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 26 Investors Capital Indemnitees. The term shall have the meaning set forth in [spans 1].
conversations.from: assistant
conversations.value: spans 1: Section 12.01.1.27 ICC
conversations.from: human
conversations.value: What could be the completion of this text: The term shall have the meaning set forth in ...
conversations.from: assistant
conversations.value: Here you go: the introductory section of this Agreement.1.28 ICC Licensed Marks.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: The term shall have the meaning [words 1] Section 9.02.2.1.
conversations.from: assistant
conversations.value: words 1: set forth in
conversations.from: human
conversations.value: What could be the completion of this text: The term shall have the meaning ...
conversations.from: assistant
conversations.value: Here you go: set forth in Section 9.02.2.1.31 Licensee.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: The term shall have the meaning set forth in Section [words 1] Licensor. The term shall have the [words 2].
conversations.from: assistant
conversations.value: words 1: 9.02.4.1.32 
  words 2: meaning set forth in Section 9.02.4.1
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 33 ICC Account. An account established by an ICC Customer that is invested in accordance with a Model [spans 1].
conversations.from: assistant
conversations.value: spans 1: managed by ICAS and eligible for coverage under a GIE.1.34 ICC Customer
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: A customer or client of ICC [words 1] an ICC Account.1.
conversations.from: assistant
conversations.value: words 1: who has established
conversations.from: human
conversations.value: What could be the completion of this text: 35 Master Group Annuity Contracts. The Master Group Annuity Contracts entered into by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate 1.36 ...
conversations.from: assistant
conversations.value: Here you go: Memorandum of Understanding. The confidential Memorandum of Understanding, dated as of the Effective Date, entered into by and among PHLVIC, PLIC and ICC. - 4 - 1.37 Models.
conversations.from: human
conversations.value: What could be the completion of this text: The confidential and proprietary asset allocation models managed by ICAS more fully described in the Memorandum of Understanding.1.38 Nonpublic Personal Information. The term shall have the meaning set ...
conversations.from: assistant
conversations.value: Here you go: forth in Section 11.03.1 1.39 Parties. The term "Parties" refers to PHLVIC, PLIC, PEPCO, and ICC collectively and the term "Party" refers to each of them individually.1.40 PEPCO.
conversations.from: human
conversations.value: What could be the completion of this text: 41 PHL GIE Persons. This term shall have ...
conversations.from: assistant
conversations.value: Here you go: the meaning set forth in Section 8.07.1 1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 42 PHL Parties. The term shall ... the introductory section of this Agreement.1.43 PHL Licensed Marks. This term ... forth in Section 9.02.3.1.
conversations.from: assistant
conversations.value: words 1: have the meaning set forth in 
  words 2: shall have the meaning set
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 44 PHL Services. The term shall have the meaning [words 1] PHL Variable.
conversations.from: assistant
conversations.value: words 1: set forth in Section 7.03.1.1.45
conversations.from: human
conversations.value: What could be the completion of this text: The term shall have the meaning set forth in the introductory section of this Agreement.1.46 PHLVIC. The term shall have the meaning set forth ...
conversations.from: assistant
conversations.value: Here you go: in the introductory section of this Agreement.1.47 PLIC. The term shall have the meaning set forth in the introductory section of this Agreement.1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 48 Prospectus. The prospectus included within a Registration [words 1] Rule 424 under the 1933 Act, [words 2] from and after the date on [words 3] each shall have been filed.1.49 Registration Statement. At any time that [words 4] effective registration statement and each currently effective post-effective amendment [words 5] filed with the SEC under the [words 6] S-1 or otherwise relating to the GIE including the Prospectus and financial statements included [words 7] such registration statement or post- effective amendment prepared by PHL Variable.1.50 SEC. [words 8] Commission.1.51 Selling Agreement. The Selling Agreement effective [words 9] the addition of GIE to the Selling Agreement effective as of the Effective Date, [words 10] Parties, as amended from time to time, pursuant to which [words 11] the GIE from ICC Customers. SECTION 2 TERM SECTION 3 REPRESENTATIONS AND WARRANTIES OF ICC ICC [words 12] to the PHL Parties as follows: [words 13] State. Any state of the United [words 14] Term. The term shall have the meaning set forth in Section [words 15] Territory. The Territory shall initially consist of all States, as [words 16] the written agreement of the Parties.1.55 Trademark Consent.
conversations.from: assistant
conversations.value: words 1: Statement, including supplements thereto filed under 
  words 2: prepared by PHL Variable, 
  words 3: which 
  words 4: this Agreement is in effect, each currently 
  words 5: thereto 
  words 6: 1933 Act on Form 
  words 7: in, and all exhibits to, 
  words 8: The United States Securities and Exchange 
  words 9: as of December 1, 2002 and 
  words 10: by and among the 
  words 11: ICC will solicit sales of 
  words 12: hereby represents and warrants 
  words 13: - 5 - 1.52 
  words 14: States and the District of Columbia.1.53 
  words 15: 2.1.54 
  words 16: may be changed from time to time by
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: The term shall have the meaning set forth in Section 10.02.1.1.56 Trademark License Terms. The term shall have the meaning set forth in Section 10.02.2.1.57 Transaction Documents. The term shall [spans 1].
conversations.from: assistant
conversations.value: spans 1: mean this Agreement, the Memorandum of Understanding, and the GIE.2
conversations.from: human
conversations.value: What could be the completion of this text: 01 This Agreement shall commence on the Effective Date and shall continue until it ...
conversations.from: assistant
conversations.value: Here you go: is terminated in accordance with the provisions of Section 15 of this Agreement ("Term").3.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 01 Organization. ICC is a corporation duly incorporated and validly existing under [words 1] of Massachusetts.3.02 Power and Authority. ICC has [words 2] its articles of incorporation and by-laws [words 3] into and perform its duties and [words 4] to which it is a party.3.
conversations.from: assistant
conversations.value: words 1: the laws of the State 
  words 2: the requisite power and authority under 
  words 3: to enter 
  words 4: obligations under the Transaction Documents
conversations.from: human
conversations.value: What could be the completion of this text: 03 Corporate Action. All requisite actions have been taken to authorize ICC to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and binding obligations of ICC enforceable against it in accordance with its terms.3.04 Non-Contravention. ICC has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by ICC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or ...
conversations.from: assistant
conversations.value: Here you go: constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business. SECTION 4 REPRESENTATIONS AND WARRANTIES OF PHLVIC PHLVIC hereby represents and warrants to the ICC as follows: - 6 - 3.05 Licenses and Permits. As of the Effective Date, ICC on its behalf and on behalf of ICAS has, and during the term of this Agreement shall use reasonable efforts to maintain, all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party.3.
conversations.from: human
conversations.value: What could be the completion of this text: 06 Compliance with Law. As of the Effective Date, ICC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties and obligations under the Transaction Documents to which it is a party in ...
conversations.from: assistant
conversations.value: Here you go: compliance in all material respects with applicable Law.3.07 Equipment, Facilities and Staff. ICC has the equipment, facilities, systems, staff and other assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party.3.08 Pending Litigation and Actions.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: ICC is not subject to any ... regulatory actions that would materially impair its ability to ... duties and obligations under the Transaction Documents to which it is a ... Statement and Prospectus. All information about ICC and ICAS that ... Variable for use in the Registration Statement did not, ... effective date of the Registration Statement, ... statement of a material fact or omit to state a material fact necessary to make ... in light of the circumstances under ...
conversations.from: assistant
conversations.value: words 1: current or pending litigation or any pending 
  words 2: carry out its 
  words 3: party.3.09 Registration 
  words 4: ICC has provided to PHL 
  words 5: on the 
  words 6: contain any untrue 
  words 7: the statements therein not misleading 
  words 8: which they were made
conversations.from: human
conversations.value: What could be the completion of this text: ICC shall promptly notify PHLVIC in the event ICC believes the representations and warranties in this Section 3.09 are no longer true ...
conversations.from: assistant
conversations.value: Here you go: in any material respect (it being understood that no representation is made with respect to information about the PHL Parties or the GIE).3.
conversations.from: human
conversations.value: What could be the completion of this text: 10 Master Group Annuity Contracts. ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate 3.11 Form ADV, Part II, Sch. H. Schedule H of Part II of ICAS' Form ADV relating to the Models is in compliance with Rule ...
conversations.from: assistant
conversations.value: Here you go: 204-3(f) under the Advisers Act and the requirements of Schedule H of Part II of Form ADV. ICC shall promptly notify each of the PHL Parties if there are any material changes to the Form ADV, Part II, Schedule H relating to the Models.4.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 01 Organization. PHLVIC is a corporation [spans 1] Connecticut. - 7 - 4.02 Power and Authority. PHLVIC has the requisite power and [spans 2] is a party.4.03 Corporate Action. All requisite actions have been taken to authorize PHLVIC [spans 3] and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the [spans 4].
conversations.from: assistant
conversations.value: spans 1: duly incorporated and validly existing under the laws of the State of 
  spans 2: authority under its articles of incorporation and by-laws to enter into and perform its duties and obligations under the Transaction Documents to which it 
  spans 3: to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute 
  spans 4: Transaction Documents to which it is a party shall constitute the valid and binding obligation of PHLVIC enforceable against it in accordance with its terms.4
conversations.from: human
conversations.value: What could be the completion of this text: 04 Non-Contravention. PHLVIC has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by PHLVIC of any of its obligations under the Transaction Documents to which ...
conversations.from: assistant
conversations.value: Here you go: it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: or by which it is bound or (iii) materially violate any Law...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: applicable to it or its business.4.05 Licenses and Permits. As of the Effective Date, PHLVIC has, and during the term of this Agreement shall use reasonable efforts to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party.4.06 Compliance...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: with Law.
conversations.from: human
conversations.value: What could be the completion of this text: As of the Effective Date, PHLVIC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance ...
conversations.from: assistant
conversations.value: Here you go: of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law.4.
conversations.from: human
conversations.value: What could be the completion of this text: 07 Equipment, Facilities and Staff. PHLVIC has the equipment, facilities, systems, staff and assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party.4.08 Pending Litigation and Actions. PHLVIC is ...
conversations.from: assistant
conversations.value: Here you go: not subject to any current or pending litigation or regulatory actions that would materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.4.09 Registration Statement and Prospectus.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: The Registration Statement, on the date of which it was declared [words 1] of a material fact or omit [words 2] necessary to make the statements therein not misleading [words 3] under which they were made (it being [words 4] made with respect to information about ICAS [words 5] or ICC in writing to PHL Variable). [words 6] Statement, on the date of which it was [words 7] relating to taxation and tax effects are true in [words 8] respects. The Prospectus or other information [words 9] Statement, when disseminated or used after the effective date of [words 10] any untrue statement of a material [words 11] to state a material fact necessary to [words 12] the statements therein not misleading in [words 13] circumstances under which they were made [words 14] representation is made with respect to information about ICAS or ICC provided by ICAS or [words 15] in writing to PHL Variable). PHLVIC shall immediately [words 16] PHLVIC believes or has reason to believe [words 17] warranties in this section are no [words 18] accurate.4.10 Tax Matters. It is more likely than [words 19] be treated as the owner of [words 20] Account for federal income tax purposes; (2) the GIE, including [words 21] as an annuity contract for federal income tax purposes; however, [words 22] Account happens to be greater than [words 23] life expectancy is less than one year (which will only [words 24] extremely advanced ages), it is possible that [words 25] treated as no longer constituting an [words 26] for Federal tax purposes from that point on; [words 27] all Certificate Holders on the date of GIE issuance [words 28] which the GIE and each Certificate is in effect, losses with [words 29] Account will be deductible under Section [words 30] the IRC notwithstanding the existence of the [words 31] guarantee of annual lifetime income payments [words 32] the event that the value of the assets in an ICC [words 33] to zero; (4) for all Certificate Owners on the [words 34] issuance and during the entire period [words 35] each Certificate is in effect, dividends on stock held in an [words 36] the requirements of Section 1(h)(11) of the IRC [words 37] income notwithstanding the existence of a GIE [words 38] lifetime income payments in the event [words 39] the assets in the ICC Account decreases to [words 40] (5) for each Certificate Owner on the date of Certificate issuance and [words 41] period during which the GIE and [words 42] effect, the Certificate and assets in [words 43] will not be treated as a straddle under Section [words 44] GIE; No Claims Relating to GIE.
conversations.from: assistant
conversations.value: words 1: effective, did not contain any untrue statement 
  words 2: to state a material fact 
  words 3: in light of the circumstances 
  words 4: understood that no representation is 
  words 5: or ICC provided by ICAS 
  words 6: All statements in the Registration 
  words 7: declared - 8 - effective, 
  words 8: all material 
  words 9: contained in the Registration 
  words 10: the Registration Statement, shall not contain 
  words 11: fact or omit 
  words 12: make 
  words 13: light of the 
  words 14: (it being understood that no 
  words 15: ICC 
  words 16: notify ICC in the event 
  words 17: that the representations and 
  words 18: longer true or completely 
  words 19: not that: (1) PHLVIC will not 
  words 20: the assets in an ICC 
  words 21: each Certificate, will be treated 
  words 22: if the value of an ICC 
  words 23: zero when an Owner's 
  words 24: occur at 
  words 25: the Policy could be 
  words 26: annuity contract 
  words 27: (3) for 
  words 28: and during the entire period during 
  words 29: respect to the ICC 
  words 30: 165(a) of 
  words 31: GIE' conditional 
  words 32: in 
  words 33: Account decreases 
  words 34: date of GIE 
  words 35: during which the GIE and 
  words 36: ICC Account otherwise meeting 
  words 37: will constitute qualified dividend 
  words 38: and its conditional guarantee of annual 
  words 39: the value of 
  words 40: zero; and 
  words 41: during the entire 
  words 42: each Certificate is in 
  words 43: the ICC Account subject thereto 
  words 44: 1092 of the IRC.4.11 Ownership of
conversations.from: human
conversations.value: What could be the completion of this text: Except as set forth in Section 10.01, PHLVIC and its Affiliates, as applicable, are the exclusive legal and beneficial owner of and have good and marketable title in and to the GIE and all intellectual property rights therein, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or character, including any claims for infringement of intellectual property rights. For the purposes of this Section, intellectual property includes GIE forms, specimen forms, the features of the GIE, materials filed by any of the PHL Parties with State insurance regulators, and any other forms prepared by ...
conversations.from: assistant
conversations.value: Here you go: any of the PHL Parties or any of their Affiliates in connection with the GIE. There are no claims, actions, suits, investigations or proceedings (arbitration or otherwise) pending against, or to the knowledge of PHLVIC, threatened against or affecting, all or any part of the GIE SECTION 5 REPRESENTATIONS AND WARRANTIES OF PLIC PLIC hereby represents and warrants to the ICC as follows: - 9 - or to the transactions contemplated by any of the Transaction Documents. To the knowledge of PHLVIC, there are no facts that could reasonably serve as a basis for such claim, action, suit, investigation or proceeding.
conversations.from: human
conversations.value: What could be the completion of this text: The use and issuance of the GIE does not and will not infringe, misappropriate, violate or dilute any intellectual property rights of any person.5.01 Organization. PLIC is a corporation duly incorporated and ...
conversations.from: assistant
conversations.value: Here you go: validly existing under the laws of the State of New York.5.02 Power and Authority. PLIC has the requisite power and authority under its articles of incorporation and by-laws to enter into and...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: perform its duties and obligations under the Transaction Documents to which it is a party.5.
conversations.from: human
conversations.value: What could be the completion of this text: 03 Corporate Action. All requisite actions have been taken to authorize PLIC to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute ...
conversations.from: assistant
conversations.value: Here you go: the valid and binding obligation of PLIC enforceable against it in accordance with its terms.5.04 Non-Contravention.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: PLIC has duly executed and delivered this Agreement and neither ... instrument or other commitment or obligation to which it is a party or by ... it or its business.5.05 Licenses and Permits.
conversations.from: assistant
conversations.value: spans 1: such execution and delivery nor the performance by PLIC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, 
  spans 2: which it is bound or (iii) materially violate any Law applicable to
conversations.from: human
conversations.value: What could be the completion of this text: As of the Effective Date, PLIC has, and during the term of this Agreement shall use reasonable efforts to maintain all material licenses, permits, ...
conversations.from: assistant
conversations.value: Here you go: registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: to which it is a party.5.06 Compliance with Law. As of the Effective Date, PLIC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law.5.07 Equipment, Facilities and Staff. PLIC has the equipment, facilities, systems, staff and assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party. - 10 - 5.
conversations.from: human
conversations.value: What could be the completion of this text: 08 Pending Litigation and Actions. PLIC is not subject to any current or pending litigation or regulatory actions that would materially impair its ability to carry out its duties and obligations under ...
conversations.from: assistant
conversations.value: Here you go: the Transaction Documents to which it is a party.5.
conversations.from: human
conversations.value: What could be the completion of this text: 09 Registration Statement and Prospectus. The Registration Statement, on the date of which it was declared effective, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the ...
conversations.from: assistant
conversations.value: Here you go: statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS in writing to PHL Variable).
conversations.from: human
conversations.value: What could be the completion of this text: All statements in the Registration Statement, on the date of which it was declared effective, relating to taxation and tax effects are true in all material respects. The Prospectus or other information contained in the Registration Statement, when disseminated or used after the effective date of the Registration Statement, shall not contain any untrue statement ...
conversations.from: assistant
conversations.value: Here you go: of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable).
conversations.from: human
conversations.value: What could be the completion of this text: PLIC shall immediately notify ICC in the event PLIC believes or has reason to believe that the representations and warranties in this section are no longer true or completely accurate.5.10 Tax Matters. ...
conversations.from: assistant
conversations.value: Here you go: It is more likely than not that: (1) PLIC will not be treated as the owner of the assets in an ICC Account for federal income tax purposes; (2) the GIE, including...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: each Certificate, will be treated as an annuity contract for federal income tax purposes; (3) for all Certificate Holders on the date of GIE...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: issuance and during the entire period during which the GIE and each Certificate is in effect, losses with respect to the ICC Account will...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: be deductible under Section 165(a) of the IRC notwithstanding the existence of the GIE' conditional guarantee of annual lifetime income payments in the event that the value of the assets in an...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: ICC Account decreases to zero; (4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero; and (5) for each Certificate Owners on the date of Certificate issuance and during the entire period during which the GIE and each Certificate is in effect, the Certificate and assets in the ICC Account subject...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: thereto will not be treated as a straddle under Section 1092 of the IRC.5.11 Ownership of GIE; No Claims Relating to GIE.
conversations.from: human
conversations.value: What could be the completion of this text: Except as set forth in Section 11.01, PLIC and its Affiliates, as applicable, are the exclusive legal and beneficial owner of and have good ...
conversations.from: assistant
conversations.value: Here you go: and marketable title in and to the GIE and all intellectual property rights therein, free and clear of all pledges, claims, liens, charges, encumbrances...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: and security interests of any kind or character, including any claims for infringement of intellectual property rights.
conversations.from: human
conversations.value: What could be the completion of this text: For the purposes of this SECTION 6 REPRESENTATIONS AND WARRANTIES OF PEPCO PEPCO hereby represents and warrants to the ICC as follows: - 11 - Section, intellectual property includes GIE forms, specimen ...
conversations.from: assistant
conversations.value: Here you go: forms, the features of the GIE, materials filed by any of the PHL Parties with State insurance regulators, and any other forms prepared by any of the PHL Parties or any of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: their Affiliates in connection with the GIE. There are no claims, actions, suits, investigations or proceedings (arbitration or otherwise) pending against, or to the knowledge of PLIC, threatened against or affecting, all or any part of the GIE or to the transactions contemplated by any of the Transaction Documents. To the knowledge of PLIC, there are no facts that could reasonably serve as a basis for such claim, action, suit, investigation or proceeding. The use and issuance of the GIE does not and will not infringe, misappropriate, violate or dilute any intellectual property rights of any person.6.01 Organization. PEPCO is a corporation duly incorporated and validly existing under the laws of the State of Delaware.6.02 Power and Authority.
conversations.from: human
conversations.value: What could be the completion of this text: PEPCO has the requisite power and authority under its articles of incorporation and by-laws to enter into ...
conversations.from: assistant
conversations.value: Here you go: and perform its duties and obligations under the Transaction Documents to which it is a party.6.03 Corporate Action.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: All requisite actions have been taken [words 1] its duties and obligations set forth in [words 2] it is a party and to execute [words 3] to which it is a party and, when so executed [words 4] Documents to which it is a [words 5] shall constitute the valid and binding [words 6] accordance with its terms.6.04 Non-Contravention.
conversations.from: assistant
conversations.value: words 1: to authorize PEPCO to enter into and perform 
  words 2: the Transaction Documents to which 
  words 3: and deliver the Transaction Documents 
  words 4: and delivered, the Transaction 
  words 5: party 
  words 6: obligations of PEPCO enforceable against it in
conversations.from: human
conversations.value: What could be the completion of this text: PEPCO has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by PEPCO of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or ...
conversations.from: assistant
conversations.value: Here you go: breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.6.
conversations.from: human
conversations.value: What could be the completion of this text: 05 Licenses and Permits. As of the Effective Date, PEPCO has, and during the term of this Agreement shall use reasonable efforts to maintain ...
conversations.from: assistant
conversations.value: Here you go: all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: under the Transaction Documents to which it is a party.6.06 Compliance with Law.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: As of the Effective Date, PEPCO shall ... conduct and will continue to conduct business ... connection with performance of its duties and obligations under the Transaction Documents to which it ... party in compliance in all material respects with applicable Law. SECTION 7 OBLIGATIONS ... THE PHL PARTIES - 12 - ...
conversations.from: assistant
conversations.value: words 1: use reasonable efforts to 
  words 2: operations in 
  words 3: is a 
  words 4: OF 
  words 5: 6
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 07 Equipment, Facilities and Staff. PEPCO has the equipment, facilities, systems, staff and assets necessary to perform [spans 1].
conversations.from: assistant
conversations.value: spans 1: its duties and obligations under the Transaction Documents to which it is a party.6.08 Pending Litigation and Actions
conversations.from: human
conversations.value: What could be the completion of this text: PEPCO is not subject to any current or pending litigation or regulatory actions that would materially impair its ...
conversations.from: assistant
conversations.value: Here you go: ability to carry out its duties and obligations under the Transaction Documents to which it is a party.6.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 09 Registration Statement and Prospectus. The Registration Statement, on the date of which it was [words 1] not contain any untrue statement of a material fact or omit to state a [words 2] therein not misleading in light of [words 3] which they were made (it being understood that no representation [words 4] information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). All [words 5] on the date of which it was declared effective, relating to taxation and tax effects are true in all material respects. The Prospectus or [words 6] Statement, when disseminated or used after [words 7] effective date of the Registration Statement, shall [words 8] a material fact or omit to state [words 9] make the statements therein not misleading in light of the [words 10] they were made (it being understood that no representation is [words 11] ICC provided by ICAS or ICC in writing to PHL [words 12].
conversations.from: assistant
conversations.value: words 1: declared effective, did 
  words 2: material fact necessary to make the statements 
  words 3: the circumstances under 
  words 4: is made with respect to 
  words 5: statements in the Registration Statement, 
  words 6: other information contained in the Registration 
  words 7: the 
  words 8: not contain any untrue statement of 
  words 9: a material fact necessary to 
  words 10: circumstances under which 
  words 11: made with respect to information about ICAS or 
  words 12: Variable)
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 01 Adequate Resources. Each of the ... commercially reasonable resources to ensure each of them ... can perform their respective duties and ...
conversations.from: assistant
conversations.value: words 1: PHL Parties shall devote 
  words 2: and their Affiliates, as applicable, 
  words 3: obligations under the Transaction Documents.7
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 02 GIE Filing and Approval. PHL Variable shall take all commercially reasonable efforts to ... and sale of the GIE in each jurisdiction within the Territory, and ... that are or may be required by any Governmental ... and sale of the GIE in each such jurisdiction; ... that neither PHL Variable nor any other ... be required to seek to qualify ... the GIE or obtain any approvals to ... the GIE in the State of New York or ... Maine. Such actions shall include, as applicable, filing the Registration Statement and using commercially reasonable ... the effectiveness of the Registration Statement, filing forms of the ... and Applications with Governmental Entities, - 13 - including State insurance departments, and ... other documents in furtherance of the foregoing. One ... more of the PHL Parties will immediately notify ICC if any Governmental Entity withdraws or modifies a previously issued ...
conversations.from: assistant
conversations.value: words 1: (1) qualify the offer 
  words 2: (2) obtain any approvals 
  words 3: Entity to permit or facilitate the offer 
  words 4: provided however 
  words 5: PHL Party shall 
  words 6: the offer and sale of 
  words 7: permit or facilitate the offer or sale of 
  words 8: the State of 
  words 9: efforts to maintain 
  words 10: Master Group Annuity Contracts, Certificates, 
  words 11: filing or submitting such notices, requests, and 
  words 12: or 
  words 13: approval of the GIE.7.03 Administrative Services.7.03
conversations.from: human
conversations.value: What could be the completion of this text: 1 PHL Services. During the Term, each of the PHL Parties, as applicable, shall use commercially reasonable ...
conversations.from: assistant
conversations.value: Here you go: efforts to provide those administrative services set forth on Exhibit A (the "PHL Services").7.03.2 Standards for Services.
conversations.from: human
conversations.value: What could be the completion of this text: In performing the PHL Services, each of the PHL Parties shall at ...
conversations.from: assistant
conversations.value: Here you go: all times (1) act in good faith and with the care, skill,...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: and diligence of a person experienced in providing services similar to the PHL Services; (2) perform such services consistent with applicable Law, and (3)...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: perform such services in a manner the Parties may agree in writing from time to time.7.03.
conversations.from: human
conversations.value: What could be the completion of this text: 3 Subcontracting with Affiliates. The PHL Parties may subcontract with one or more of their Affiliates for the performance of some or all of the PHL Services; provided, however, that no subcontract shall relieve any of the PHL Parties ...
conversations.from: assistant
conversations.value: Here you go: from any of their respective duties, obligations or liabilities under this Agreement and each of the PHL Parties shall remain responsible for all such duties, obligations and liabilities, whether or not performed in whole or in part by a subcontractor.7.
conversations.from: human
conversations.value: What could be the completion of this text: 04 Continuing Duties and Obligations. Nothing contained in the Transaction Documents shall relieve any of the PHL Parties from their respective duties and obligations under any of the other Transaction Documents.7.05 Registrations and Licenses. Each of the PHL Parties shall maintain, and cause each of the directors, officers, employees, agents and representatives of each of the PHL Parties or any Affiliate thereof ...
conversations.from: assistant
conversations.value: Here you go: to maintain all material registrations, licenses, memberships, approvals, and consents necessary or desirable to carry out their respective obligations under any of the Transaction Documents during the terms of the Transaction Documents, as applicable. PHL Variable shall promptly notify ICC in writing upon the lapse, termination, non-renewal, suspension, revocation, or cancellation (without replacement) of any such registration, license, membership, approval, order or consent.7.05.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 1 Books and Records. Each of [words 1] and Records as required by applicable Law.7.06 Non-Solicitation. During the term [words 2] of two years following termination, none [words 3] their Affiliates, or any of their respective [words 4] representatives, shall, without the prior written approval of ICC, knowingly and [words 5] OBLIGATIONS OF ICC - 14 - products [words 6] or Certificate Owner other than the [words 7] or Certificate Owner is identified from information any of the PHL Parties, any [words 8] any of their respective officers, directors, [words 9] representatives, obtain pursuant to any of the [words 10] any transaction contemplated thereunder. PHLVIC and PLIC may communicate with [words 11] Owners as is necessary to administer [words 12] or as required by applicable Law.8.01 Adequate Resources. ICC [words 13] resources to ensure it can perform its duties [words 14] Documents.8.
conversations.from: assistant
conversations.value: words 1: PHLVIC and PLIC shall maintain their respective Books 
  words 2: hereof and for a period 
  words 3: of the PHL Parties, any of 
  words 4: officers, directors, employees, agents, or 
  words 5: intentionally market any SECTION 8 
  words 6: or services to an ICC Client 
  words 7: GIE, if such ICC Client 
  words 8: of their Affiliates, or 
  words 9: employees, agents, or 
  words 10: Transaction Documents or 
  words 11: Certificate 
  words 12: the Certificates 
  words 13: shall devote commercially reasonable 
  words 14: and obligations under the Transaction
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 02 Administrative Services.8.02.1 Investors Capital Services. During the Term, ICC shall use commercially reasonable efforts ... Services. In performing the Investors Capital, ICC shall at all times (1) act in good faith and with the ... and (3) perform such services in a manner the Parties may agree in writing from time to ... Affiliates. ICC may subcontract with one or more of their Affiliates for the performance ...
conversations.from: assistant
conversations.value: spans 1: to provide those administrative services set forth on Exhibit B (the "Investors Capital Services").8.02.2 Standards for 
  spans 2: care, skill, and diligence of a person experienced in providing services similar to the Investors Capital; (2) perform such services consistent with applicable Law, 
  spans 3: time.8.02.3 Subcontracting with 
  spans 4: of some or all of the Investors Capital; provided, however, that no subcontract shall relieve e ICC from any of its duties, obligations or liabilities under this Agreement and ICC shall remain responsible for all such duties, obligations and liabilities, whether or not performed in whole or in part by a subcontractor.8
conversations.from: human
conversations.value: What could be the completion of this text: 03 Continuing Duties and Obligations. Nothing contained in the Transaction Documents shall relieve ...
conversations.from: assistant
conversations.value: Here you go: ICC from its respective duties and obligations under any of the other Transaction...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Documents.8.
conversations.from: human
conversations.value: What could be the completion of this text: 04 Information to be Provided to the PHL Parties. ICC shall provide to the PHL Parties such information reasonably necessary to describe ICAS and ICC in the Registration Statement and Prospectus. Such ...
conversations.from: assistant
conversations.value: Here you go: information shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements provided not misleading in light of the circumstances under...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: which they were made (it being understood that no representation is made with respect to information about the PHL Parties or the GIE).8.05 Registrations and Licenses. ICC shall maintain, and cause each...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of the directors, officers, employees, agents and representatives of ICC or any Affiliate thereof to maintain all material registrations, licenses, memberships, approvals, and consents - 15 - necessary or desirable to carry...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: out their respective obligations under this Agreement or the Master Group Annuity Contracts during the terms of such agreements, as applicable.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: ICC shall promptly notify each of the PHL Parties in writing upon [words 1] revocation or cancellation (without replacement) of [words 2] such registration, license, membership, approval, order [words 3] and Records. ICC shall maintain its [words 4] by applicable Law.8.
conversations.from: assistant
conversations.value: words 1: the lapse, termination, non-renewal, suspension, 
  words 2: any 
  words 3: or consent.8.06 Books 
  words 4: Books and Records as required
conversations.from: human
conversations.value: What could be the completion of this text: 07 Proprietary Interests of the ...
conversations.from: assistant
conversations.value: Here you go: PHL Parties.8.07.1 Interference with Contracts.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: During the term hereof and for [spans 1] 8.07.1.
conversations.from: assistant
conversations.value: spans 1: a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 1 knowingly and intentionally interfere in any way with [words 1] between or among any of the PHL Parties or their Affiliates (as [words 2] may be), on the one hand, and any officer, director, employee, agent, or [words 3] the PHL Parties or their Affiliates [words 4] in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales [words 5] GIE ("PHL GIE Persons"), on the other; 8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons [words 6] terminate their respective contracts, or otherwise change their relationship, with any [words 7] or 8.07.1.
conversations.from: assistant
conversations.value: words 1: the contractual relationships existing 
  words 2: the case 
  words 3: other representative of any of 
  words 4: assigned to assist the Parties or their Affiliates 
  words 5: and marketing of the 
  words 6: to 
  words 7: of the PHL Parties or their Affiliates;
conversations.from: human
conversations.value: What could be the completion of this text: 3 without the prior written consent of the PHL ...
conversations.from: assistant
conversations.value: Here you go: Parties, employ or otherwise contract with any PHL GIE...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Persons.8.
conversations.from: human
conversations.value: What could be the completion of this text: 08 ICAS ...
conversations.from: assistant
conversations.value: Here you go: Advisory Fees.8.08.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 1 Existing ICC Accounts. During the ... may increase the investment advisory fee ICAS charges ICC ... exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the "Fee ... of the written consent of PHL Variable, ... withheld. If PHL Variable does not disapprove the proposed fee ... Increase Notice Date, then such increase shall be deemed approved.8.08.2 New ICC Accounts. During the Term, ... advisory fee ICAS charges ICC Customers in connection ... PROPERTY RIGHTS. - 16 - any ICC ... Notice Date so long as the ... effect for at least 30 days from the ... GIE. Notwithstanding anything to the contrary contained in any of the Transaction Documents, none of ... Parties or any of their Affiliates ... (1) any information about ICC or any of ... whether contained or referenced in the ... otherwise, (2) any of the Books or Records of any of ICC or ... or (3) any data or other information relating to an ICC Account or ICC Client.9.02 Names, Logos, Trademarks, and Service ...
conversations.from: assistant
conversations.value: words 1: Term, ICAS 
  words 2: Customers in connection with any ICC Account that 
  words 3: Increase Notice Date") only upon receipt 
  words 4: which consent shall not be unreasonably 
  words 5: increase within 10 days from the Fee 
  words 6: ICAS may increase the investment 
  words 7: with SECTION 9 INTELLECTUAL 
  words 8: Account established after the Fee Increase 
  words 9: fee increase will not take 
  words 10: Fee Increase Notice Date.9.01 Ownership of 
  words 11: the PHL 
  words 12: shall own 
  words 13: their Affiliates, 
  words 14: GIE, Prospectus, Registration Statement, or 
  words 15: any of their Affiliates, 
  words 16: Marks.9.02
conversations.from: human
conversations.value: What could be the completion of this text: 1 Prohibition. No Party shall use any of the names, trade names, trademarks, service marks and logos of another Party without the prior ...
conversations.from: assistant
conversations.value: Here you go: written consent of such Party (the "Trademark Consent"). The provisions of Section 10.02 shall apply in the event a Trademark Consent is given.9.02.
conversations.from: human
conversations.value: What could be the completion of this text: 2 ICC Licensed Marks. ICC or one of its Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and ...
conversations.from: assistant
conversations.value: Here you go: logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the "ICC Licensed Marks"). Except as may be otherwise specified in its Trademark Consent, during the Term...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: and subject to Section 9.02.
conversations.from: human
conversations.value: What could be the completion of this text: 5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C ("Trademark License Terms"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a "License") to use the ICC Licensed Marks solely in connection with the performance of the ...
conversations.from: assistant
conversations.value: Here you go: duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents. Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within this Section 9.02.2.9.02.3 PHL Variable Licensed Marks.
conversations.from: human
conversations.value: What could be the completion of this text: Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all rights, title and interests in and to the names, trade names, trademarks, service marks and ...
conversations.from: assistant
conversations.value: Here you go: logos specified in and attached to the Trademark Consent of such Party or Affiliate (collectively, the "PHL Licensed Marks"). Except as may be otherwise specified in its Trademark Consent, during the Term...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive - 17 - limited license (a "License") to use...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 3 together with the Trademark Consent and Trademark License Terms constitute a [words 1] 9.02.3.9.02.4 Definitions.
conversations.from: assistant
conversations.value: words 1: complete grant of the rights within this Section
conversations.from: human
conversations.value: What could be the completion of this text: Each Party granting a License is sometimes referred to as a "Licensor" and each recipient ...
conversations.from: assistant
conversations.value: Here you go: of the grant is sometimes referred to as a "Licensee. " 9.02.5 Terms and Conditions...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 9.02.5.
conversations.from: human
conversations.value: What could be the completion of this text: 1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as follows: 9.02.5.1.1 In the event of a complete termination of this Agreement under Sections 15.01 and ...
conversations.from: assistant
conversations.value: Here you go: 15.02 as to all Certificates, the grant of all Licenses shall automatically terminate as of the effective date of termination. In the event of such termination, ICC and its Affiliates shall cease...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: using the PHL Licensed Marks and each of the PHL Parties and their Affiliates shall cease using the Investors Capital Licensed Marks.9.02.5.1.2 In the...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: event of termination under Section 15.02.1 as to new business and during such time as any Certificate remains in force and benefit payments thereunder have not commenced, the grant of all Licenses...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: shall continue only as necessary for the Parties to carry out their respective duties and obligations under the Transaction Documents as applicable. For the purposes of clarity, each Party acknowledges that the...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Licenses shall not extend to sales and distribution of the GIE after the effective date of termination pursuant to Section 15.02.1, and upon such termination, ICC and its Affiliates shall cease using...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: the PHL Licensed Marks and each PHL Party and their Affiliates shall cease using the Investors Capital Licensed Marks in connection with the sales and distribution of the GIE.9.02.5.1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 3 In the event of termination under Section 15.02.1 as to new [spans 1] in force. In the event of such termination, (1) [spans 2] and its Affiliates shall cease using all PHL Licensed Marks, [spans 3].
conversations.from: assistant
conversations.value: spans 1: business and during such time as the only Certificates remaining in force are those with respect to which benefit payments have commenced, the grant of the License to the PHL Parties and their Affiliates shall - 18 - continue only as necessary to make benefit payments under such Certificates and only until payment of the last benefit due is made under the last Certificate 
  spans 2: the License granted to ICC and its Affiliates shall terminate on the date on which the only remaining Certificates in force are those under which benefit payments have commenced and thereafter ICC 
  spans 3: and (2) the License granted to the PHL Parties and their Affiliates, restricted as noted in this subsection, shall terminate on the date on which the last benefit payment is made under the last Certificate in force and thereafter the PHL Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.9.02.5.1
conversations.from: human
conversations.value: What could be the completion of this text: 4 In the event of suspension under Section 15.02.2, the grant of all Licenses shall continue only as necessary for the Parties to carry out their respective duties and obligations under the ...
conversations.from: assistant
conversations.value: Here you go: Transaction Documents, as applicable.9.02.5.2 Pre-Use Approval of Trademark-Bearing Materials, Names and Logos.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: A Licensee shall obtain the prior written consent of the Licensor for the use or public release by such Licensee of [spans 1] marks. With respect to the use of names or logos, none of the PHL Parties or [spans 2] abbreviation, contraction or simulation thereof or relating to ICC or an ICC Account, [spans 3].
conversations.from: assistant
conversations.value: spans 1: any materials bearing the Licensor's licensed 
  spans 2: their Affiliates, as applicable, shall use in advertising or publicity the names of any of ICC or its Affiliates, as applicable, or any symbol, 
  spans 3: without the prior written consent of ICC, as applicable
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: With respect to the use of [spans 1] or their Affiliates, or any symbol, abbreviation, contraction or [spans 2] Recall. A Licensor may revoke a Trademark Consent or the prior written consent provided pursuant to Section 9.02.5(b) only in the [spans 3].
conversations.from: assistant
conversations.value: spans 1: names or logos, ICC or its Affiliates, as applicable, shall not use in advertising or publicity the names of any of the PHL Parties 
  spans 2: simulation thereof, without the prior written consent of the PHL Parties, as applicable.9.02.5.3 
  spans 3: event of a material change in circumstances or in the event of a breach by a Licensee of Section 9.02, the Trademark Consent, and/or the Trademark License Terms
conversations.from: human
conversations.value: What could be the completion of this text: If the Trademark Consent or such other consents are properly revoked, then ...
conversations.from: assistant
conversations.value: Here you go: Licensee shall cease using all licensed marks affected by the revoked consent...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: SECTION 10 COMPENSATION AND EXPENSES SECTION 11 ADDITIONAL COVENANTS - 19 - 9.02.5.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 1 acknowledges and stipulates that the Licensor's licensed marks are valid and enforceable trademarks and/or service marks; and that [spans 1] any respect but shall use them only in the manner in which they are depicted [spans 2] Compensation. ICC and its Affiliates shall not [spans 3] Documents. ICC acknowledges that (1) ICC and its Affiliates may [spans 4] Agreement. The Parties acknowledge that the grant [spans 5].
conversations.from: assistant
conversations.value: spans 1: such Licensee does not own the Licensor's licensed marks and claims no rights therein other than as a Licensee under this Agreement; and 9.02.5.4.2 shall not alter the Licensor's licensed marks in 
  spans 2: in the Trademark Consent, as may be amended from time to time by Licensor.10.01 
  spans 3: be entitled to payment or other compensation of any kind or character from any of the PHL Parties or their Affiliates, and none of the PHL Parties or their Affiliates shall be entitled to payment or other compensation of any kind or character from ICC or its Affiliates, for performing their respective duties and obligations under any of the Transaction 
  spans 4: benefit from sale of the GIE, and (2) such benefits constitute good and valuable consideration under this 
  spans 5: of Licenses pursuant to Section 9.02 also constitutes good and valuable consideration.10
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 02 Expenses. Each Party shall be obligated to pay all costs and expenses it incurs in connection with developing and implementing [spans 1] therein.11.
conversations.from: assistant
conversations.value: spans 1: the GIE and incident to preparing for, entering into and carrying out this each of the Transaction Documents, as applicable, and the transactions contemplated
conversations.from: human
conversations.value: What could be the completion of this text: 1 ...
conversations.from: assistant
conversations.value: Here you go: Definition.11.02.1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 1 "Confidential Information" means information obtained from [words 1] (i) in connection with the development of or performance [words 2] any of the Transaction Documents; (ii) concerning customers of the Parties or [words 3] their Affiliates, including their identities, addresses, [words 4] as to a Party's or its Affiliate's business methods, [words 5] - 20 - processes and systems used in the operation of [words 6] business; (iv) concerning the Parties and their Affiliates [words 7] by a Party; or (v) required to be treated as confidential [words 8] Information" does not include (i) information [words 9] that in the future enters the public domain through no [words 10] to the receiving Party by a third party without violation by such third party of an [words 11] that is independently developed by or for a Party or its Affiliate in the ordinary course of business outside of any of the [words 12] (iv) information whose disclosure by the receiving [words 13] writing by the disclosing Party.11.02.2 Obligation to Keep Confidential.
conversations.from: assistant
conversations.value: words 1: a Party 
  words 2: of 
  words 3: customers of 
  words 4: and telephone numbers; (iii) 
  words 5: operations, or affairs, or the 
  words 6: its or its Affiliate's 
  words 7: that is identified as confidential 
  words 8: under applicable Law.11.02.1.2 "Confidential 
  words 9: now available in the public domain or 
  words 10: fault of the receiving Party; (ii) information disclosed 
  words 11: independent obligation of confidentiality; (iii) information 
  words 12: Transaction Documents; or 
  words 13: Party is consented to in
conversations.from: human
conversations.value: What could be the completion of this text: The receiving Party shall: 11.02.2.1 hold, and ensure that its Affiliates and the respective officers, directors, employees, agents, and representatives of the receiving Party and its Affiliates hold, the Confidential Information in strict confidence according to standards the receiving Party utilizes for confidential information of a similar nature; 11.02.2.2 not copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose such Confidential Information to unaffiliated third persons or to the respective officers, directors, employees, agents, and representatives of the receiving Party and its Affiliates who have not agreed in writing to be bound by such obligations except as required by Law; 11.02.2.3 not use the Confidential Information for any purposes whatsoever other than the performance of the duties and obligations of the receiving Party ...
conversations.from: assistant
conversations.value: Here you go: or its Affiliates, as applicable, under the Transaction Documents; and 11.02.2.
conversations.from: human
conversations.value: What could be the completion of this text: 4 notify its Affiliates and the respective officers, directors, employees, agents, and representatives of the receiving Party and its Affiliates who may be exposed to such Confidential Information of their obligations to keep such information confidential and not to disclose or use such information except as expressly provided herein.11.02.3 Notice of Disclosure. In the event the receiving Party is requested to disclose all or ...
conversations.from: assistant
conversations.value: Here you go: any part of the Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or - 21 - other Governmental Entity, the receiving Party shall promptly notify the disclosing Party promptly of such request and shall provide the disclosing Party with reasonable opportunity to obtain and reasonable assistance in obtaining a protective order or similar remedy,...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: provided that no such notice shall be required if such notice is prohibited by Law or if the Governmental Entity requesting such information has...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: requested that the request not be disclosed.11.02.
conversations.from: human
conversations.value: What could be the completion of this text: 4 Internal Controls, Policies and Procedures. The Parties shall establish and maintain appropriate policies, procedures and internal controls to comply with this Section 11.11.03 Nonpublic Personal Information.11.03.1 Confidentiality of Nonpublic Personal Information. The Parties each acknowledge they may come into possession of nonpublic personal information regarding "customers" or "consumers" of the other Party, as those terms are defined in Regulation S-P as enacted by the SEC and in other applicable Laws relating to privacy of nonpublic personal information (collectively, "Nonpublic Personal Information. "). No Party shall (1) share any Nonpublic ...
conversations.from: assistant
conversations.value: Here you go: Personal Information with any person except as permitted by the privacy notices such Party has provided to its consumers and customers in accordance with applicable Laws; (2) share any Nonpublic Personal Information with any unaffiliated third person regardless of whether such sharing is permitted by such Party's privacy notices; and (3) share any Nonpublic Personal Information with any Affiliate unless such sharing is necessary for performance of that Party's duties and obligations under this Agreement, the Sales and General Agency Agreement, or the Memorandum of Understanding.11.03.2 Internal Controls, Policies and Procedures.
conversations.from: human
conversations.value: What could be the completion of this text: Each Party shall establish and maintain written policies, procedures and internal controls that establish adequate administrative, technical, and physical safeguards for the protection of customer records and information as required by Rule ...
conversations.from: assistant
conversations.value: Here you go: 30 under Regulation S-P or applicable Law. Each Party represents and warrants that its respective policies, procedures and internal controls are reasonably designed to (1) ensure the security and confidentiality of Nonpublic...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Personal Information, (2) protect against anticipated threats or hazards to the security and integrity of Nonpublic Personal Information, and (3) protect against unauthorized access to or use of Nonpublic Personal Information.11.04 Duty to Notify; Cooperation. Each Party shall promptly notify the others of the following of which any of them has received notice or has otherwise become aware: (1) any violation of Law by...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: the personnel of such Party that would materially impact on the ability of that Party or its Affiliates, as applicable, to perform their respective...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: duties and obligations under any of the Transaction SECTION 12 INDEMNIFICATION 22...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Documents, as applicable, (2) any violation of Law that relates in any way to the GIE; (3) any complaint or allegation by a GIE Certificate Owner relating in any way to the GIE (each, a "Customer Complaint"); and (4) any examination, investigation, allegation, proceeding, or action by a Governmental Entity, including a court, federal or State securities regulators, State insurance regulators, and State attorney...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: general, related to any of the Transaction Documents provided that no such notice shall be required if such notice is prohibited by Law or if the Governmental Entity requesting such information has...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: requested that the request not be disclosed.11.04.1 Customer Complaints. The Parties shall cooperate with each other in resolving each Customer Complaint. Any proposed response by a Party to a Customer Complaint shall be sent to the other Parties not less than five (5) Business Days prior to the response being sent to any person, including the Certificate Owner or any Governmental Entity, provided, however, that if a more prompt response is required, the Parties shall send to the other Parties the proposed response as soon as practicable under the circumstances but in no event shall any Party submit such response to another person without providing the other Party with prior written notice of and a copy of the response.11.04.2 Examinations, Investigations and Proceedings. The Parties shall cooperate with...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: each other in connection with any matter described under Section 11.04 as set forth above.12.01 Indemnification by the PHL Parties.12.01.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 1 Indemnification. Each of the PHL Parties shall, jointly and severally, indemnify and hold harmless ICC, its Affiliates, and each of their respective officers, directors, employees, representatives, successors and permitted assigns (collectively, the "Investors Capital Indemnitees"), from and against any and ... or arising from any of the following: 12.01.1.1 a material breach by any of the PHL Parties, any of their Affiliates, or any their ... by any of the PHL Parties, any of their Affiliates, or any their respective officers, - 23 - directors, employees, agents, representatives, successors or permitted assigns relating to or arising from any of the Transaction Documents to which they are a party; ... based upon reliance by any of the PHL Parties or ... including its issuance and administration and ... PHL Parties or any Affiliate thereof, including the Registration ...
conversations.from: assistant
conversations.value: spans 1: all losses, claims, damages, liabilities, judgments, costs and expenses, including reasonable attorney fees and costs of investigation (collectively, "Loss" or "Losses"), to which any Investor Capital Indemnitee may become subject, relating to 
  spans 2: respective officers, directors, employees, agents, representatives, successors or permitted assigns of any provision of any of the Transaction Documents to which they are a party; 12.01.1.2 a material violation of applicable Law 
  spans 3: provided, however, that none of the PHL Parties shall owe indemnification for Losses related to a material violation of Law arising out of or 
  spans 4: any of its Affiliates upon information about ICC or any Affiliate thereof provided by ICC in writing to a PHL Party; 12.01.1.3 the GIE, 
  spans 5: any benefit payments due under the GIE; 12.01.1.4 any and all documents relating to or arising from the GIE that are drafted by, or are reviewed and approved by, any of the 
  spans 6: Statement, correspondence with Certificate Owners, and filings with Governmental Entities; or 12.01.1
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 5 any claim for infringement of ... an unaffiliated third party in connection with ... resembles all or any part of ...
conversations.from: assistant
conversations.value: words 1: intellectual property rights by 
  words 2: any product that is similar to or 
  words 3: the GIE.12.01
conversations.from: human
conversations.value: What could be the completion of this text: 2 Limitation. Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL Parties may otherwise have. Notwithstanding anything to the contrary set forth in this Section, no Investor Capital Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any Investor Capital Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness ...
conversations.from: assistant
conversations.value: Here you go: (other than any of the PHL Parties, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the Investors Capital Indemnitees), unless such acts, omissions or conduct were committed at the written direction of any of the PHL Parties Authorized Persons, or (b) such Loss is also a Loss for which the PHL Indemnitees are indemnified pursuant to Section 12.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 02 of this Agreement. Each Investors Capital Party acknowledges that none of the PHL ... arise based on an assertion of such a guarantee of profitability of the GIE or volume of sales.12.
conversations.from: assistant
conversations.value: spans 1: Parties or their Affiliates shall be deemed to have guaranteed the profitability of the GIE or any volume of sales, and no indemnification shall
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 02 Indemnification by the ICC.12.02.1 Indemnification. ICC shall indemnify and [words 1] of the PHL Parties, their Affiliates, and each of their respective officers, [words 2] permitted assigns - 24 - (collectively, the "PHL Indemnitees"), from and against any and [words 3] any PHL Indemnitee may become subject, relating [words 4] from any of the following: 12.02.1.1 a material breach by ICC, [words 5] their respective or any of their officers, [words 6] successors or permitted assigns, of any provision of the Transaction Documents [words 7] party; 12.02.1.2 a material violation of applicable Law by ICC , any [words 8] their respective or any of its officers, [words 9] assigns, relating to or arising from the Transaction Documents to which they are a party or ICC; provided, however, that ICC shall [words 10] related to a material violation of Law arising out of or [words 11] reliance by ICC or any of its Affiliates upon information about any of [words 12] Affiliate thereof provided by any of the PHL Parties in writing [words 13].
conversations.from: assistant
conversations.value: words 1: hold harmless each 
  words 2: directors, employees, representatives, successors and 
  words 3: all Losses to which 
  words 4: to or arising 
  words 5: any of their Affiliates, or any 
  words 6: directors, employees, agents, representatives, 
  words 7: to which they are a 
  words 8: of its Affiliates, or any 
  words 9: directors, employees, agents, representatives, successors or permitted 
  words 10: not owe indemnification for Losses 
  words 11: based upon 
  words 12: the PHL Parties or any 
  words 13: to ICC; 12.02.1
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 3 the administration and management of ICC Accounts; 12.02.1.4 [spans 1] the development of all or any part of ICC, but [spans 2] infringement of intellectual property rights by an [spans 3] all or any part of the GIE or Registration Statement and any claim described in Sections 12.01.1(e) and (f) [spans 4] on or before the 5th consecutive Business Day following the date on which either PHLVIC or PLIC delivers notice under the Memorandum of Understanding that PHLVIC or PLIC, as applicable, has determined it cannot hedge [spans 5] the GIE, or (ii) because Phoenix is unable to obtain an appropriate hedge (a determination as to either (i) or [spans 6].
conversations.from: assistant
conversations.value: spans 1: any claim by any person or entity related in any way to 
  spans 2: excluding claims relating in any way to the development of all or any part of the GIE or Registration Statement; 12.02.1.5 any claim for 
  spans 3: unaffiliated third party in connection with any product that is similar to or resembles all or any part of ICC, but excluding any claim relating in any way to the development of 
  spans 4: of this Agreement; or 12.02.1.6 a termination of a Certificate by either PHLVIC or PLIC as a result of a breach of the Memorandum of Understanding by ICAS that is not cured 
  spans 5: changes proposed by ICAS either (i) without incurring material additional risk or additional hedging costs that are material in light of the pricing of 
  spans 6: (ii), a "Determination"); except a breach shall not be deemed to have occurred if the ICC demonstrates, through binding arbitration pursuant to Section 14
conversations.from: human
conversations.value: What could be the completion of this text: 02 of this Agreement, that a Determination was unreasonable, erroneous or not ...
conversations.from: assistant
conversations.value: Here you go: made in good faith. - 25 - 12.02.2 Limitation.
conversations.from: human
conversations.value: What could be the completion of this text: Indemnification pursuant to this Section 12.02 shall be in addition to any liability that the ICC may otherwise have. Notwithstanding anything to the contrary set forth in this Section, no PHL Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions or conduct of any PHL Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness (other than ...
conversations.from: assistant
conversations.value: Here you go: any of ICC, any of their Affiliates, or any their respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an agent or representative of any of the PHL Indemnitees), unless such acts, omissions or conduct were committed at the written direction of ICC Authorized Persons, or (b) such Loss is also a Loss for which the Investor Capital Indemnitees are indemnified pursuant to Section 12.01 of this Agreement.
conversations.from: human
conversations.value: What could be the completion of this text: Each PHL Party acknowledges that neither ICAS nor any of its Affiliates shall be deemed to have guaranteed the profitability of the GIE or any volume of sales, and no indemnification shall arise in connection with profitability of the GIE or volume of sales.12.03 Inter-Party Claims. Any Party seeking indemnification pursuant to this Section 12 (the "Indemnified Party") shall notify the other Party or ...
conversations.from: assistant
conversations.value: Here you go: Parties from whom such indemnification is sought (the "Indemnifying Party") of the Indemnified Party's assertion of such claim for indemnification, specifying the basis of such claim. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the documents that evidence or support such claim or the act, omission or occurrence giving rise to such claim.12.04 Third Party Claims.12.04.1 Each Indemnified Party shall...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: promptly notify the Indemnifying Party of the assertion by any third party of any claim with respect to which the indemnification set forth in this Article 12 relates (which shall also constitute the notice required by Section 16.03). The Indemnifying Party shall have the right, upon notice to the Indemnified Party within ten business days after the receipt of any such notice, to undertake the defense of or, with the consent of the Indemnified Party, (which consent shall not unreasonably be withheld), to settle or compromise such claim. The failure of the Indemnifying Party to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnifying Party's rights under this Section 12.04.1 and shall preclude...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: the Indemnifying Party from disputing the manner in which the Indemnified Party may conduct the defense of such claim or the reasonableness of any amount paid by the Indemnified Party in satisfaction of such claim. SECTION 13 STATUS OF PARTIES - 26 - 12.04.2 The election by the Indemnifying Party, pursuant to Section 13.03.1, to undertake the defense of a third-party claim shall not preclude the Party against which such claim has been made also from participating or continuing to participate in such defense, so long as such Party bears its own legal fees and expenses for so doing.13.
conversations.from: human
conversations.value: What could be the completion of this text: 01 Independent Contractors. Each of the PHL Parties and their Affiliates, on the one hand, and ICC and its Affiliates, on the other, shall be deemed to be an independent contractor as to the others for all purposes. None of the Transaction Documents shall be construed (1) to create the relationship of employer and employee among ...
conversations.from: assistant
conversations.value: Here you go: the Parties hereto or between any Party and any of the officers, directors, employees, or representatives of any other Party, (2) to create a partnership or joint venture among the Parties hereto, or (3) to authorize any Party to act as a general or special agent of any other, except as may be specifically set forth herein.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: Except as otherwise expressly set for in this Agreement, no Party shall in any manner be prevented or bound to [spans 1] for any other person, firm, or entity.13.02 Authority to Act. Except as otherwise expressly set forth in this Agreement or the Sales and General Agency Agreement, none of the PHL Parties or their Affiliates, on the one hand, and ICC [spans 2].
conversations.from: assistant
conversations.value: spans 1: refrain from engaging in any business or businesses of any kind or nature, or owning or dealing in securities of any entity or making any investments of any kind, or performing services 
  spans 2: or its Affiliates, on the other, shall have or be deemed to have authority to act on behalf of the others.13
conversations.from: human
conversations.value: What could be the completion of this text: 03 No Third-Party Beneficiaries. This Agreement, the Selling Agreement, and the Memorandum of Understanding are solely among the Parties hereto, as applicable, and are not intended to create any right or legal relationship, express or implied, among the Parties or any of their respective Affiliates, officers, directors, employees, agents, representatives, successors or permitted assigns, on the one hand, and any third party, including any Certificate Owner or other person covered under a GIE, on the other hand; provided, however, that the Investors Capital Indemnitees and the PHL Indemnitees are expressly intended to be third-party beneficiaries under this Agreement.13.04 ICC Not Underwriter, Insurer or Producer. Notwithstanding anything to the contrary in any Transaction Document, none of the ICC, its Affiliates, or any of their respective directors, officers, employees, agents, ...
conversations.from: assistant
conversations.value: Here you go: or other representatives are or shall be deemed to be (1) underwriters of any security, including the GIE; (2) insurers, guarantors, or underwriters of any obligation of either PHLVIC and PLIC under the GIE, including the obligation of either of PHLVIC or PLIC to pay claims and benefits arising under the GIE, or (3) insurance agents, brokers or producers, except in the case of ICC and certain of its officers, employees, agents, or other representatives, who are licensed as insurance producers as required under applicable State insurance Laws.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: SECTION 14 DISPUTE RESOLUTION - 27 [spans 1].
conversations.from: assistant
conversations.value: spans 1: - 13.05 PHL Parties not Investment Adviser
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: Notwithstanding anything to the contrary in [words 1] none of the PHL Parties or [words 2] of their respective directors, officers, employees, agents, or other representatives are investment advisers under the Advisers Act or similar State Laws.14.01 Disputes Regarding PHL Services or Investors Capital [words 3].
conversations.from: assistant
conversations.value: words 1: any Transaction Document, 
  words 2: any 
  words 3: Services.14.01
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 1 Notice; Authorized Persons. During the Term, if any ...
conversations.from: assistant
conversations.value: spans 1: of the PHL Parties, on the one hand, or ICC, on the other, encounters a problem that it believes constitutes a material breach of the other's duty to provide either the PHL Services or the Investor Capital Services, as applicable, the non-breaching Parties shall promptly notify the other Parties in writing, and such breaching Party or Parties shall promptly respond
conversations.from: human
conversations.value: What could be the completion of this text: If the problem is not promptly resolved among the Parties, a PHL Parties Authorized Person and an ICC Authorized Person shall, before the end of the first full Business Day following the date on which initial notice is provided by the non-breaching Parties, consult with each other in good faith concerning the existence, cause and remediation of the possible breach.14.01.1.1 If such Authorized Persons ...
conversations.from: assistant
conversations.value: Here you go: mutually determine that the problem constitutes a material breach, the breaching Party or Parties shall promptly take such actions and make any modifications and/or changes as are required to correct the breach, without charge to the non-breaching Parties.14.01.1.2 If such Authorized Persons cannot mutually determine whether the problem is the result of a material breach, then the dispute shall be resolved in accordance with...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Section 15.02 below.14.01.2 Indemnification. The non-breaching Party or Parties may seek indemnification for any damages resulting from a breach under this Section pursuant to...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Section 12 (Indemnification).14.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 02 Arbitration. All controversies, claims or disputes [words 1] the Parties arising out of or relating to this Agreement, either [words 2] Contracts, or breach of any of [words 3] be settled by binding arbitration by the American Arbitration Association in [words 4] Arbitration Rules and Title 9 of [words 5] U.S. Code.
conversations.from: assistant
conversations.value: words 1: among 
  words 2: of the Master Group Annuity 
  words 3: them, including matters relating to formation, shall 
  words 4: accordance with its Commercial 
  words 5: the
conversations.from: human
conversations.value: What could be the completion of this text: The place of arbitration shall be Hartford, Connecticut.14.02.1 The arbitrators shall be disinterested. The number of arbitrators shall be three, one of whom shall be appointed by the PHL Parties and one of whom shall be appointed by ICC, and the third of whom shall be selected by mutual agreement of the first two arbitrators, or by the administering authority if the first two ...
conversations.from: assistant
conversations.value: Here you go: arbitrators do not arrive at a mutual agreement within thirty (30) days of the selection of the second arbitrator. SECTION 15 DURATION AND TERMINATION - 28 - 14.02.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 2 A decision of a majority of the arbitrators shall be final and [words 1] be no appeal therefrom, unless (i) the decision was procured by corruption, fraud or other undue means; [words 2] the arbitrator appointed as a neutral or corruption in any [words 3] misconduct prejudicing the rights of any [words 4] (iii) the arbitrators exceeded their powers. The arbitrators shall issue a written opinion [words 5] arbitrators shall have no authority to award punitive damages or any other damages not measured by [words 6] and may not, in any event, make [words 7] that does not conform to the terms and conditions of [words 8] shall be responsible for the costs and expenses [words 9] although the cost of arbitration, including the fees of the [words 10] the PHL Parties, on the one hand, [words 11] other; provided, however, that the panel of arbitrators [words 12] including attorney fees, to the prevailing Party.14.02.5 Any Party may seek injunctive relief from the arbitrators to maintain [words 13] quo until such time as the arbitration award is rendered or the controversy is otherwise resolved.14.02.6 Judgment upon the award rendered [words 14] be entered in the courts specified in Section 16.04 below.15.
conversations.from: assistant
conversations.value: words 1: binding and there shall 
  words 2: (ii) there was evident partiality by 
  words 3: of the arbitrators or 
  words 4: Party; or 
  words 5: in support of the arbitration award.14.02.3 The 
  words 6: the prevailing Party's actual damages, 
  words 7: any ruling, finding or award 
  words 8: the applicable agreement.14.02.4 Each Party 
  words 9: incurred by such Party, including attorneys, 
  words 10: arbitrators, shall be borne equally by 
  words 11: and the ICC, on the 
  words 12: may determine to award fees and costs, 
  words 13: the status 
  words 14: by the arbitrators may
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: 01 Duration. Except as to termination of [words 1] pursuant to Section 16.02 of this [words 2] remain in effect for so long [words 3] remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties [words 4] their obligations under the Transaction Documents to which they [words 5] respect to any Certificate that remains in force.15.02 Termination [words 6] Termination.
conversations.from: assistant
conversations.value: words 1: new business 
  words 2: Agreement, this Agreement shall 
  words 3: as any Certificate 
  words 4: shall be obligated to fulfill 
  words 5: are a party with 
  words 6: and Suspension as to New Business.15.02.1
conversations.from: human
conversations.value: What could be the completion of this text: This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with ...
conversations.from: assistant
conversations.value: Here you go: respect to Certificates that have not been issued as of the effective date of termination in the following manner: 15.02.1.
conversations.from: human
conversations.value: What could be the completion of this text: 1 By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties. - 29 - 15.02.1.2 By ICC, if ...
conversations.from: assistant
conversations.value: Here you go: any of the PHL Parties or their Affiliates, as applicable, materially breaches any of the Transaction Documents and does not cure such breach within sixty (60) days of being provided written notice of such breach by ICC.15.02.1.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 3 By any of the ICC, immediately, if: 15.02.1.3.1 Any of the PHL Parties is placed in receivership or conservatorship or other [spans 1].
conversations.from: assistant
conversations.value: spans 1: proceedings pursuant to which it is substantially prevented from continuing to engage in the lines of business relevant to the subject matter hereof.15.02.1.3
conversations.from: human
conversations.value: What could be the completion of this text: 2 Any of the PHL Parties becomes a debtor in bankruptcy, whether voluntary or involuntary, is the subject of an insolvency, rehabilitation, or delinquency proceeding, or is determined to be in hazardous ...
conversations.from: assistant
conversations.value: Here you go: financial condition.15.02.1.3.3 Any of the PHL Parties becomes the subject of a criminal indictment or information or similar proceedings.15.02.1.3.4 Any of the PHL Parties assigns or transfers this Agreement in a manner...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: that does not comply with the provisions of this Agreement.15.02.1.
conversations.from: human
conversations.value: What could be the completion of this text: 4 By any of the PHL Parties, if any of the ICC or its Affiliate, as applicable, materially breaches any of the Transaction Documents to which they are a party and does not cure such breach within sixty (60) days of being provided written notice of such breach by a PHL Party.15.02.1.5 By any of the PHL Parties, immediately, if: 15.02.1.5.1 ...
conversations.from: assistant
conversations.value: Here you go: ICC is placed in receivership or conservatorship or other proceedings pursuant to which it is substantially prevented from continuing to engage in the lines of business relevant to the subject matter hereof.15.02.1.5.2 ICC becomes a debtor in bankruptcy, whether voluntary or involuntary, is the subject of an insolvency, rehabilitation, or delinquency proceeding, or is determined to be in hazardous financial condition.15.02.1.5.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 3 ICC becomes the subject of a criminal [spans 1].
conversations.from: assistant
conversations.value: spans 1: indictment or information or similar proceedings.15.02.1.5
conversations.from: human
conversations.value: What could be the completion of this text: 4 ICC assigns or transfers this Agreement in a manner that does not comply with the provisions of this Agreement. SECTION 16 MISCELLANEOUS - 30 - 15.02.2 Suspension. Any of the PHL Parties, on the one hand, and ICC, on the other, upon 30 days written notice, may suspend issuance of (1) new Certificates entirely or (2) new Certificates guaranteeing ICC Accounts that invest in one or more Models with certain style attributes or investment vehicles, as may be expressly provided in such written notice, provided, however that the PHL ...
conversations.from: assistant
conversations.value: Here you go: Parties may suspend the issuance of new Certificates affected by a change in any of the Models after the 5 consecutive Business Day following the date on which either PHLVIC or PLIC deliver notice under the Memorandum of Understanding concerning its reasonable determination that it cannot hedge proposed changes without incurring material additional risk and/or material additional hedging costs, or because Phoenix is unable to obtain a reasonably appropriate hedge, if ICAS has made the proposed changes and not cured such changes within such five-day period.16.01 Assignment or Change of Control.16.01.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 1 Assignment. This Agreement shall be binding on and shall inure to the [spans 1] Agreement. No Party shall assign this Agreement or any rights or obligations hereunder [spans 2] consent of the other Parties, which, in view of the unique and specialized nature of each Party's [spans 3] case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall [spans 4] void. A Change of Control, as defined below, shall be considered an assignment under this [spans 5].
conversations.from: assistant
conversations.value: spans 1: benefit of the respective successors and assigns of the Parties except as otherwise provided in this 
  spans 2: or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written 
  spans 3: obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the 
  spans 4: be 
  spans 5: Section 16.01 and Sections 16.02
conversations.from: human
conversations.value: What could be the completion of this text: 1(c) (4) and ...
conversations.from: assistant
conversations.value: Here you go: 16.02.1(e)(4).16.01.2 Change of...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Control.
conversations.from: human
conversations.value: What could be the completion of this text: A "Change of Control" means: (a) the acquisition by any person, entity or group, including a "group" required to file a Schedule 13D or Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a person or entity controlling such person or entity, up to and including the ultimate controlling person (such Party and persons or entities collectively, the "Control Group"), or (2) the th in each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when the transaction is among Parties that are under common control both before and after such transaction. - 31 - combined voting power of the Control Group's then outstanding voting securities entitled to vote generally in the election of directors, in each case excluding an acquisition when the transaction is among Parties that are under common control both before and after such transaction; (b) the election or appointment to the board of directors of any member of the Control Group, or resignation of or removal from such board of directors with the result that the individuals who as of the date hereof constituted ...
conversations.from: assistant
conversations.value: Here you go: the board of directors (the "Incumbent Board") of each member of the Control Group no longer constitute at least a majority of such board of directors, provided that any person who becomes a director subsequent to the date hereof whose appointment, election, or nomination for election by the shareholders of each member of the Control Group, was approved by a vote of at least a majority of the Incumbent Board (other than an appointment, election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of a member of the Control Group) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (c) the approval by the shareholders of any member of the Control Group of: (1) a reorganization, merger or consolidation by reason of which the persons who were the shareholders of such member of the Control Group immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities entitled to vote generally in the election of directors, or (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition of all or substantially all of the assets of such person (whether such assets are held directly or indirectly), 16.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing spans: 02 Rights, Remedies, Etc. are Cumulative. The rights, remedies, and obligations contained in this Agreement are cumulative ... at law or in equity, which the Parties may be entitled to under State and federal laws. If ...
conversations.from: assistant
conversations.value: spans 1: and are in addition to any and all rights, remedies, and obligations, 
  spans 2: to the PHL Parties Kathleen A
conversations.from: human
conversations.value: What could be the completion of this text: McGah Vice President Life and Annuity Counsel Phoenix Life Insurance Company One American Row PO Box 5056 Hartford, CT 06102-5056 With a simultaneous copy that shall not constitute notice under this section to: ...
conversations.from: assistant
conversations.value: Here you go: General Counsel Phoenix Life Insurance Company One American Row PO Box 5056 Hartford, CT 06102-5056 If to ICC: General Counsel Investors Capital Corporation 230 Broadway East Lynnfield, MA 01940 - 32 - 16.03 Notices.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: Except as set for in this section, all [words 1] writing and shall be effective upon delivery, which [words 2] made (1) by hand delivery, (2) [words 3] certified United States mail, postage prepaid with return receipt [words 4] nationally-recognized overnight courier service, to the addresses set forth below, or to [words 5] Party may request by giving written notice to the other Parties. [words 6] may also provide notice by electronic [words 7] facsimile) or telephone in cases when immediate [words 8] the Party giving notice delivers separate written notice [words 9] pursuant to Sections 16.03(1) or 16.03 (3).16.04 [words 10] Law. This Agreement shall be construed [words 11] in accordance with the internal Laws of the State of [words 12] to principles of conflict or choice [words 13] of that or any other jurisdiction.
conversations.from: assistant
conversations.value: words 1: notices hereunder shall be made in 
  words 2: shall be 
  words 3: by registered or 
  words 4: requested, (3) by a 
  words 5: such other address as any 
  words 6: A Party 
  words 7: means (such as email or 
  words 8: notice is required so long as 
  words 9: to be with 24 hours 
  words 10: Governing 
  words 11: and its provisions interpreted under and 
  words 12: Connecticut, without giving effect 
  words 13: of laws
conversations.from: human
conversations.value: What could be the completion of this text: Each of the Parties hereto shall submit to the jurisdiction of the courts of the State of Connecticut and the federal courts in Connecticut. - 33 - 16.05 Amendments. No change may be made to the terms or provisions of this Agreement except by written agreement signed by the Parties.16.06 Severability. If any provision of this Agreement is held invalid, illegal, unenforceable, or in conflict with the Law of any jurisdiction, such provision shall be enforced to the extent permitted under applicable Law, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.16.07 Waiver. The failure by any Party to insist upon strict compliance with any condition of this Agreement shall not be construed as a waiver of such condition. Waiver by one Party to this Agreement of any obligation of another Party to this Agreement does not constitute ...
conversations.from: assistant
conversations.value: Here you go: a waiver of any further or other obligation of such Party.16.08 Interpretation. This Agreement shall be governed by the following rules of interpretation: (a) when a reference is made in this Agreement to an Article, Section, or Exhibit, such reference shall be to an Article of, a Section of, or Exhibit to, this Agreement unless otherwise indicated; (b) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation;" (d) whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate; and (e) references to currency or amounts due shall mean United States dollars.16.09 Construction.
conversations.from: human
conversations.value: What could be the completion of this text: The Parties hereto have participated, directly or indirectly, in the negotiations and preparation of this Agreement. In no event shall this Agreement be construed more or less stringently against any Party by ...
conversations.from: assistant
conversations.value: Here you go: reason of another Party being construed as the principal drafting Party hereto.16.10 Survival. The following Sections shall survive termination of this Agreement: Sections7.05, 7.06, 8.06, 8.
conversations.from: human
conversations.value: What could be the completion of this text: 07, 9 (including Exhibit C), 10, 11.02, 11.03, 12, 13, 14.02, 16.16.11 Entire Agreement. This Agreement, the other Transaction Documents and the Indemnification Agreement between the Parties, effective as of the Effective Date (the "Indemnification Agreement"), constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and thereof, and supersede any and all prior oral or written understandings, agreements or negotiations, between or among the Parties with respect to the subject ...
conversations.from: assistant
conversations.value: Here you go: matter hereof and thereof. No prior writings by or among the Parties with respect to the subject matter hereof and thereof may be used by any Party in connection with the interpretation of any provision of this Agreement, the Indemnification Agreement, or the other Transaction Documents. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized partners and officers, all as of the Effective Date. - 34 - 16.
conversations.from: human
conversations.value: What could be the completion of this text: 12 Counterparts. This Agreement may be executed in two or more counterparts, ...
conversations.from: assistant
conversations.value: Here you go: each of which taken together shall constitute one and the same instrument...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: PHL VARIABLE INSURANCE COMPANY PHOENIX EQUITY PLANNING CORPORATION BY: /S/ KATHLEEN A.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: MCGAH BY: /S/ KATHLEEN A. MCGAH NAME: [words 1] A. MCGAH NAME: KATHLEEN A. MCGAH TITLE: [words 2] LIFE INSURANCE COMPANY INVESTORS CAPITAL CORPORATION BY: [words 3] V. LAGRASSE BY: /S/ THEODORE E. [words 4].
conversations.from: assistant
conversations.value: words 1: KATHLEEN 
  words 2: VICE PRESIDENT TITLE: VICE PRESIDENT PHOENIX 
  words 3: /S/ JOHN 
  words 4: CHARLES NAME: JOHN V
conversations.from: human
conversations.value: What could be the completion of this text: LAGRASSE NAME: THEODORE E. CHARLES TITLE: EXECUTIVE VICE PRESIDENT TITLE: DIRECTOR PHL VARIABLE SERVICES - 35 - A. PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE, including, but not limited to: 1. Notifying ICC of ...
conversations.from: assistant
conversations.value: Here you go: any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail; 2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC; 3. Calculating the Retirement Income Base for each Certificate; 4.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: Calculating the Retirement Income Amount for [words 1] 5. Calculating the Required Minimum Distribution for each [words 2] but not including tax reporting to the IRS; 6. [words 3] to answer Certificate Owners' questions about their GIE [words 4] Base; Retirement Income Amount, and the GIE Fee on [words 5] business hours of PHL Variable; 7. Drafting and [words 6] following documents/correspondence to Certificate Owners: a. [words 7] b. GIE Retirement Income Base /Retirement Income Amount Adjustment Notice [words 8] or reaching retirement income date; c. GIE Fee Deduction Notice [words 9] confirm the GIE Fee deduction; d.
conversations.from: assistant
conversations.value: words 1: each Certificate; 
  words 2: IRA account, as applicable, 
  words 3: Providing telephone support to ICC to enable ICC 
  words 4: benefit, including Retirement Income 
  words 5: Business Days during the regular 
  words 6: sending the 
  words 7: Welcome Letter and Certificate; 
  words 8: or similar notice, due to a withdrawal, contribution 
  words 9: or similar notice, sent quarterly to
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: January 1 Letter, with the new Retirement Income Amount for the year; e. GIE Termination [words 1] similar notice; and 8. Correspondence after the [words 2] 9. Sending ICC a report showing [words 3] ICC Account that are not invested in accordance [words 4] as necessary; 10. Providing ICC with [words 5] if requested in writing by ICC in [words 6] to reconcile data maintained by PHL [words 7] vs. ICAS.
conversations.from: assistant
conversations.value: words 1: Notice or 
  words 2: account value reaches zero; 
  words 3: any investments in an 
  words 4: with the ICC models, 
  words 5: a quarterly data file containing Certificate Owner data, 
  words 6: order for ICAS 
  words 7: Variable
conversations.from: human
conversations.value: What could be the completion of this text: ICC shall notify PHL Variable of any discrepancies identified; 11. Notifying ICAS, thirty (30) calendar days in advance of the anniversary date for each Certificate, of fee information relating to the Annual Optional Increase; Correcting Certificate Owner file data upon notification ...
conversations.from: assistant
conversations.value: Here you go: of an incorrect Certificate termination by ICC using current account values; and 12. Working with ICC on manual corrections. B. All information provided shall be in form and content mutually acceptable to the Parties st INVESTORS CAPITAL SERVICES - 36 - A.
conversations.from: human
conversations.value: What could be the completion of this text: ICCS shall, or shall cause one or more of its Affiliates, to: 1. Notify PHL Variable if a Certificate Owner has changed to a ...
conversations.from: assistant
conversations.value: Here you go: non-GIE eligible investment model and has thereby terminated the GIE; 2. Notify PHL Variable of the amount of non-cash assets transferred into an ICC...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Account that are in non-conformance to the model asset allocation in the...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: daily transmission; 3. Notify PHL Variable of or errors and corrections relating to a Certificate Owner's additional contributions and withdrawals; 4.
conversations.from: human
conversations.value: What could be the completion of this text: For new Certificates, send ICC Account assets and values electronically to PHL Variable on the certificate effective date; 5. If ICAS becomes aware of any ...
conversations.from: assistant
conversations.value: Here you go: material pricing errors, notify PHL Variable of such errors; 6. On each Business Day, send PHL Variable ICC Account assets, values, and selected transactions electronically; 7.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: ICAS shall provide PHL Variable with a quarterly data file containing Certificate ... writing by PHL Variable in order for PHL Variable to ... Variable. PHL Variable shall notify ICAS of any discrepancies ... 8. Work with PHL Variable on ... 9. Debit the GIE Fee at inception and quarterly, in advance, and remit the fee to PHL Variable.10. Notify PHL Variable if ... Certificate Owner has terminated the GIE; 11.
conversations.from: assistant
conversations.value: words 1: Owner data, if requested in 
  words 2: reconcile data maintained by PHL 
  words 3: identified; 
  words 4: manual corrections; and 
  words 5: a
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: Notify PHL Variable of the divorce of Certificate [words 1] by ICC or ICAS; 12. Send PHL Variable a copy of [words 2] promptly after such decrees are received by ICC or [words 3] 13. Notify PHL Variable of the death of a [words 4] after such notification is received by ICC or ICAS; 14.
conversations.from: assistant
conversations.value: words 1: Owners promptly after such notification is received 
  words 2: Certificate Owners' divorce decrees 
  words 3: ICAS; 
  words 4: Certificate Owner promptly
conversations.from: human
conversations.value: What could be the completion of this text: Send PHL Variable a copy of the deceased Certificate Owner's death certificate promptly after the death certificate is received by ICC or ICAS; 15. ...
conversations.from: assistant
conversations.value: Here you go: Verify that each Application is completed; 16. Send the completed Application to PHL Variable; and 17. Notify PHL Variable if ICC becomes aware of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: an erroneous termination of a GIE. B. All information provided shall be...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: in form and content mutually acceptable to the Parties TRADEMARK LICENSE TERMS...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: The following terms and conditions apply to each License of Trademarks pursuant to Section 9.02 of the Agreement. - 37 - 1. LIMITED LICENSE: Nothing in the Agreement or this Exhibit shall...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: be construed to grant Licensee any rights or license to any trademark, trade name, certification mark, service mark, domain name, product name, logo, patent, technical information, or copyright of Licensor other than...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: as specified herein. All rights not specifically granted to Licensee are reserved to Licensor. a) Use: Licensor reserves the right as owner of the...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Trademarks to specify all aspects of use of the Trademarks, including but not limited to, the manner, place, type, form, layout, design, channels of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: trade, channels of distribution, and media of or for such use, on or in connection with, all displays, advertising, labels, literature, Internet sites, sales promotion materials, and all other forms of use...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: of the Trademarks.
conversations.from: human
conversations.value: What could be the completion of this text: All use of the licensed Trademarks shall inure to the benefit of Licensor. Licensee shall comply with any specific trademark use rules as may ...
conversations.from: assistant
conversations.value: Here you go: be referenced in any of the Exhibits, or provided to Licensee, which may be amended or revised by Licensor from time to time, upon...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: written notice. b) Acknowledgment: Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks.
conversations.from: human
conversations.value: What could be the completion of this text: Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter: (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks; (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore; (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, ...
conversations.from: assistant
conversations.value: Here you go: search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies; - 38 - (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor. c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.
conversations.from: human
conversations.value: What could be the completion of this text: d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to ...
conversations.from: assistant
conversations.value: Here you go: obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor. e) Infringement Action: Licensor shall have the sole right to determine the appropriate action...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor's rights to the Trademarks at no expense...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: to Licensor. Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: alleged infringement, imitation or unauthorized use by others, and any such determination...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: by Licensor shall not affect the validity or enforceability of this Agreement. Any and all damages and settlements recovered arising from any action or...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: proceeding shall belong solely and exclusively to Licensor.
conversations.from: human
conversations.value: What could be the completion of this text: f) Assignment to LICENSOR: Upon request, Licensee shall transfer to Licensor any rights ...
conversations.from: assistant
conversations.value: Here you go: which accrue to Licensee arising from its use of the Trademarks or this Agreement.
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  2. QUALITY STANDARDS, INSPECTION, AND TESTING: So that the value of the goodwill and reputation associated with the Trademarks will not be diminished, Licensee shall have an obligation to ensure that all materials on which the Trademarks are used shall be of at least the same uniform high quality (i) as may be approved by Licensor hereunder; or (ii) as specified in quality standards provided by Licensor hereunder, as the case may be. To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives. Materials not meeting the quality or other requirements set forth in this Agreement shall not be in any way promoted in connection with the Trademarks, and all references to the Trademarks on labels, product literature, promotional material, etc., shall be removed at Licensee's expense.
  " ® is a registered Trademark of [Licensor] and is used under license to [Licensee]."
   - 39 -
conversations.from: assistant
conversations.value: 1. LIMITED LICENSE: Nothing in the Agreement or this Exhibit shall be construed to grant Licensee any rights or license to any trademark, trade name, certification mark, service mark, domain name, product name, logo, patent, technical information, or copyright of Licensor other than as specified herein. All rights not specifically granted to Licensee are reserved to Licensor.
  a) Use: Licensor reserves the right as owner of the Trademarks to specify all aspects of use of the Trademarks, including but not limited to, the manner, place, type, form, layout, design, channels of trade, channels of distribution, and media of or for such use, on or in connection with, all displays, advertising, labels, literature, Internet sites, sales promotion materials, and all other forms of use of the Trademarks. All use of the licensed Trademarks shall inure to the benefit of Licensor. Licensee shall comply with any specific trademark use rules as may be referenced in any of the Exhibits, or provided to Licensee, which may be amended or revised by Licensor from time to time, upon written notice.
  b) Acknowledgment: Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:
   (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;
   (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;
   (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;
   - 38 -
   (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and
   (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.
   c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.
   d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.
  e) Infringement Action: Licensor shall have the sole right to determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor's rights to the Trademarks at no expense to Licensor. Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any alleged infringement, imitation or unauthorized use by others, and any such determination by Licensor shall not affect the validity or enforceability of this Agreement. Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor.
   f) Assignment to LICENSOR: Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.
conversations.from: human
conversations.value: Delete the first sentence.
conversations.from: assistant
conversations.value: LIMITED LICENSE: Nothing in the Agreement or this Exhibit shall be construed to grant Licensee any rights or license to any trademark, trade name, certification mark, service mark, domain name, product name, logo, patent, technical information, or copyright of Licensor other than as specified herein. All rights not specifically granted to Licensee are reserved to Licensor.
  a) Use: Licensor reserves the right as owner of the Trademarks to specify all aspects of use of the Trademarks, including but not limited to, the manner, place, type, form, layout, design, channels of trade, channels of distribution, and media of or for such use, on or in connection with, all displays, advertising, labels, literature, Internet sites, sales promotion materials, and all other forms of use of the Trademarks. All use of the licensed Trademarks shall inure to the benefit of Licensor. Licensee shall comply with any specific trademark use rules as may be referenced in any of the Exhibits, or provided to Licensee, which may be amended or revised by Licensor from time to time, upon written notice.
  b) Acknowledgment: Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:
   (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks;
   (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore;
   (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies;
   - 38 -
   (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and
   (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.
   c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.
   d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor.
  e) Infringement Action: Licensor shall have the sole right to determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor's rights to the Trademarks at no expense to Licensor. Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any alleged infringement, imitation or unauthorized use by others, and any such determination by Licensor shall not affect the validity or enforceability of this Agreement. Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor.
   f) Assignment to LICENSOR: Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 3. LICENSING NOTICE: Licensee shall include a notice on all labeling, advertising, literature, Internet sites, and sales promotional materials that the Trademarks are licensed from Licensor. The notice shall be as follows or as otherwise specified by Licensor:
  4. NO CONSEQUENTIAL DAMAGES, ETC.: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.
  5. SUPPLEMENTAL PROVISIONS: If any supplemental provisions are made a part of the Agreement or this Exhibit, they are set forth in Annex A to this Exhibit.
  6. SURVIVAL: Notwithstanding termination of the Agreement, Sections 1(a)-1(f) and 4-6 of this Exhibit shall survive termination of the Agreement.
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: STRATEGIC ALLIANCE AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * PHOENIX LIFE INSURANCE COMPANY
  * PLIC
  * PHL VARIABLE INSURANCE COMPANY
  * together with PHLVIC, "PHL Variable"
  * ICC
  * INVESTORS CAPITAL CORPORATION
  * PHLVIC
  * PHOENIX EQUITY PLANNING CORPORATION
  * PEPCO
  * together with PHLVIC and PLIC, the "PHL Parties"
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement ("Term").
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction.
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. 
  * products or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder.
  * During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any
conversations.from: human
conversations.value: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the  counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:
  8.07.1.1 knowingly and intentionally interfere in any way with the contractual relationships existing between or among any of the PHL Parties or their Affiliates (as the case may be), on the one hand, and any officer, director, employee, agent, or other representative of any of the PHL Parties or their Affiliates assigned to assist the Parties or their Affiliates in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales and marketing of the GIE ("PHL GIE Persons"), on the other;
   8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or
   8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. 
  * This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other, with respect to Certificates that have not been issued as of the effective date of termination in the following manner:
  * By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.
conversations.from: human
conversations.value: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
conversations.from: assistant
conversations.value: Yes. No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void. A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does the contract contain a license granted by one party to its counterparty?
conversations.from: assistant
conversations.value: Yes. Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive
   - 17 -
  limited license (a "License") to use the PHL Licensed Marks solely in connection with the performance of the duties and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. 
  * IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.
  * Each Investors Capital Party acknowledges that none of the PHL Parties or their Affiliates shall be deemed to have guaranteed the profitability of the GIE or any volume of sales, and no indemnification shall arise based on an assertion of such a guarantee of profitability of the GIE or volume of sales.
  * Each PHL Party acknowledges that neither ICAS nor any of its Affiliates shall be deemed to have guaranteed the profitability of the GIE or any volume of sales, and no indemnification shall arise in connection with profitability of the GIE or volume of sales.
conversations.from: human
conversations.value: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
conversations.from: assistant
conversations.value: Yes. Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and interest in and to the Trademarks.