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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 ...

... not limited to: Customer and employee life safety focus Insurance premium and/or risk funding expense reductions Facilitate restoration of operations Image and goodwill retention Contribution to stability of stock value and performance Improved legal compliance Reduction of negligence litigation exposure Positive defense posture applicable to Officers and Directors Operational continuity, financial and impact loss control Protection and maintenance of market share position 3.2 Plan Expense Considerations There is seldom any justification to require staffing for an operating crisis management plan. Normally the individuals involved in the crisis management plan simply incur a broader responsibility range ... Southern California.) 1.5 Lack of Industry Stakeholder Awareness Following are typical risk and insurance management industry stakeholders who, all too often do not include the illusive Crisis Management Plan segment as an integral part of their risk and insurance management considerations: Risk Managers and Chief Financial Officers Frequently do not have formulated emergency plan involving a detailed response action plan and documented evidence of pre-and-post incident strategic planning. Insurance Brokerage Firms Clients' comprehensive risk and insurance management programs are typically devoid of emergency non-business hour contacts and recommended pre-crises and post-loss procedures including suggested ... Plan Legal Considerations SEC - Securities and Exchange Commission SEC Staff Accounting Bulletin No. 92 (SAB 92), June 1993, requires all companies whose shares are traded on U.S. Stock Exchanges to: 1. Quantify and disclose best estimates of contingent product and environmental liability 2. Explain the basis for estimates and describe any uncertainties in annual and quarterly reports filed with the SEC TSCA - Toxic Substance Control Act of 1976 Requires educating employees for their reporting of exposure and, if employees are dissatisfied with employers procedures and conclusions, the ...

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