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...ues such as third-party arbitration and mediation to help resolve pending claims and to prevent coverage litigation. For ma...urer "can go back to the policyholders and say there was an objective settleme...

... Accounts, a copy of which is attached hereto as Exhibit I. 5.2.1 Seller shall deliver all of the Accounts and corresponding documentation within 24 hours after Closing. 5.2.2 Seller and Buyer shall each deliver to the other at Closing a copy of a resolution of its Board of Directors authorizing this transaction. 5.3 Adjustments. The parties recognize that there may be some overlooked or unclear technicalities that need to be cleared up after Closing, and they shall attempt to resolve those by mutual agreement; failing to do so, any such issues shall be ... not been rated yet. AGREEMENT FOR PURCHASE AND SALE by Gary Jacobson All Assets (Includes Trade Name Transfer) Comments This form involves a straightforward sale of all assets of a smaller incorporated agency with a single stockholder. Sale is to a larger incorporated agency with several offices; Buyer will consolidate the office of the acquired agency into that of the Buyer. A creative security arrangement is included, involving a security-escrowed broker-of-record letter as set forth in Exhibit G. AGREEMENT FOR PURCHASE AND SALE OF ABLE INSURANCE AGENCY Table of Contents Section/Paragraph ... of Able 2.4 Status of Dalton 2.5 Purpose 2.6 Move 3. Purchase and Sale 3.1 Insurance Accounts 3.1.1 Valuation 3.1.2 Risk of Loss 3.2 All Goodwill of the Seller 3.3 Name Change 3.4 Personal Property 3.5 Commissions Receivable 3.5.1 Schools Exception 3.5.2 Repayment 3.6 Contingency Commissions 3.7 Assumption of Liabilities 4. Payment/Terms/Security 4.1 Purchase Price 4.2 Allocation 4.3 Terms 4.4 Security- Assets 4.5 Assignment, Replacement Property 4.6 Default 4.7 Security-Escrowed Letter 4.8 Cross-Default 5. Closing 5.1 Place and Time 5.2 Delivery of Documents and Consideration 5.3 Adjustments ...

... of a resolution of its Board of Directors authorizing this transaction. 5....t need to be cleared up after Closing, and they shall attempt to resolve those...

...sture applicable to Officers and Directors Operational continuity, financi...ers Protection for Officers and Directors from negligence litigation C...