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... x No Thanks Loading.. Agreement For Purchase And Sale 4/30/2013 by CompleteMarkets Editor , Gary Jacobson This content has 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 1. Parties 2. Recitals 2.1 Status of Seller 2.2 Status of Buyer 2.3 Status 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 6. Seller's Representations and Covenants 6.1 Representations and Warranties 6.2 Covenants 6.2.1 No Interruption in Business 6.2.2 Liabilities 6.2.3 Delivery of Receipts 6.2.4 Cessation 6.2.5 Ownership Indemnity 6.2.6 E&O Coverage and Indemnification 6.2.7 Carriers/Transition 7. Buyer's Representations and Covenants 7.1 Status of Buyer 7.2 Covenants ...

... , an evolving discipline, to the officers, members and guests of the Risk and Insurance Management Society, Washington Chapter. Respectfully submitted, Richard H. Soper Attachment: CRISIS MANAGEMENT PLAN SYLLABUS OPERATIONAL OVERVIEW TABLE OF CONTENTS PREFACE AND ACKNOWLEDGEMENTS SYLLABUS TEXT &# 160 APPENDICES A - CRISIS MANAGEMENT PUBLICATIONS B - ABOUT THE AUTHOR C - PUBLICATIONS BY THE AUTHOR CRISIS MANAGEMENT PLAN OPERATIONAL OVERVIEW THE FREQUENTLY MISSING RISK MANAGEMENT PROGRAM SEGMENT Prepared by: RICHARD H. SOPER, CMC, CSP Principal SOPER & ASSOCIATES, LTD. KIRKLAND, WASHINGTON Presented to: WASHINGTON CHAPTER RISK AND INSURANCE MANAGEMENT SOCIETY SEATTLE, WASHINGTON &# 160 TABLE OF CONTENTS &# 160 PREFACE AND ACKNOWLEDGEMENTS DIVISION I CRISIS MANAGEMENT INTRODUCTION 1.0 FREQUENTLY MISSING RISK MANAGEMENT SEGMENT 1.1 Risk Management Program Void 1.2 Warranted Crisis Management Plan 1.3 Comprehensive Risk Management Program Exhibit 1.1 Elusive Crisis Management Plan Segment 1.4 Inevitable Crises 1.5 Lack of Industry Stakeholder Awareness 1.6 Evolving Crisis Management Discipline 2.0 DEFINING CRISIS MANAGEMENT 2.1 Crisis Management Plan Overview 2.2 Crisis Definition 2.3 Crisis Management Plan Definition 2.4 Crisis Management Strategy Definition 2.5 Crisis Communications 2.6 Reliance on Effective Business Practices 3.0 CRISIS MANAGEMENT PLAN JUSTIFICATION 3.1 Effective Operational Management 3.2 Plan Expense Considerations 3.3 Plan Legal Requirements 3.4 Plan Advantages and Opportunities Exhibit 3.1 Crisis Management Plan Advantages and Opportunities DIVISION II CRISIS IMPACT CONSIDERATIONS 4.0 CRISIS EXPOSURE ASSESSMENT 4.1 Crisis Assessment Overview 4.2 Comprehensive Analysis 4.3 Evaluating Crises Exposures 4.4 Loss Magnitude Category Severity Rankings 4.5 Magnitude Assessment Schedule Exhibit 4.1 Crisis Magnitude Assessment Schedule 5.0 CRISIS VULNERABILITY IDENTIFICATION 5.1 Crisis Vulnerability Analysis Overview 5.2 Unique Loss Vulnerability Identification Exhibit 5.1 Schematic Vulnerability Flow Analysis 5.3 Insurance and Risk Funding Adequacy 5.4 Facility Location Considerations 6.0 CRISES ...

... to as the Purchase Price' &# 160 2.1 .1 That Purchase Price shall be adjusted by Strong as he ascertains the relative book values of the merged agencies in the manner set forth above. &# 160 2.1.2 Although both the Purchase Price and the Note (defined below) for the balance shall be automatically adjusted in that manner, the down payment shall remain fixed. &# 160 2.2 Down Payment. Concurrent with the execution of this Agreement, Buyer has delivered to Seller a down payment in the amount of ninety- three thousand eight hundred eighty-four dollars ($ 93,884) applicable to that Purchase Price; and &# 160 2.3 Note. The balance of the Purchase Price shall be paid in accordance with a non-negotiable promissory note delivered to Seller herewith in the form attached hereto as Exhibit A' (the Note'); the principal amount thereof shall be subsequently adjusted in accordance with Strong's computations set forth above, and a substitute Note exchanged with Seller showing a revised balance due on the Purchase Price. &# 160 3. Security &# 160 As security for payment of the Note, Buyer shall grant to Seller a security interest in all Stock purchased from Seller hereunder, by delivery to Seller at closing a Stock Pledge Agreement in the form attached hereto as Exhibit B', with the certificates themselves to be held by the Pledge Holder described therein. &# 160 4. Representations and Warranties by Seller &# 160 Seller represents and warrants to Buyer that: &# 160 4.1 Seller is the sole record and beneficial owner of the Stock, and holds the ...

... in one of three levels of loss magnitude which range from an accidental event that is effectively funded under the risk management program to a major unfunded or underfunded catastrophe that could threaten the ultimate financial survival of the organization. (Refer to subsection 4.4) The crisis exposure assessment should remain broad in scope and not become inhibited by the traditionally narrow considerations of only those perils addressed by standard commercial insurance policies. 7.3 Crisis Management Plan Components The crisis management plan normally involves structured formulation, implementation and operating strategy as well as on-going operating maintenance, thus typically involving the following five sequential phases: Phase I Crisis Criteria Development Phase II Assessment Analysis Phase III Crisis Management Plan formulation Phase IV Crisis Management Plan implementation Phase V Crisis Management Plan Maintenance The above five sequential steps are summarized in detail in the organized plan Exhibit 7.1. Frequently, a comprehensive Crisis Management Plan is formulated and implemented in a developing structure of individual components including the task modules indicated in the following Exhibit 7.1: EXHIBIT 7.1 CRISIS MANAGEMENT PLAN ORGANIZATION Development of Crisis Management Policy Statement Definition of warranted crisis management plan scope Formulation of a crisis management contingency plan (Example: alternate locations and supply resources,back-up computer, etc.) Appointment of the Crisis Management Committee Organization of Emergency Response Teams Institute a media management and public relations strategy Continuous vulnerability and crisis assessment Implementation of emergency response action guides (Example: evacuation, fire, earthquake, flood, utility failure, explosion, severe weather, flood, product contamination, hazardous chemical spill, pollution abatement, violence in workplace emergency, extortion, kidnap, bomb threats, actual bombings, etc ...

... x No Thanks Loading.. Agreement For Purchase And Sale 4/30/2013 by CompleteMarkets Editor , Gary Jacobson This content has not been rated yet. &# 160 AGREEMENT FOR PURCHASE AND SALE by Gary Jacobson &# 160All 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. &# 160 AGREEMENT FOR PURCHASE AND SALE OF ABLE INSURANCE AGENCY &# 160Table of Contents Section/Paragraph Parties Recitals 2.1 Status of Seller 2.2 Status of Buyer 2.3 Status of Able 2.4 Status of Dalton 2.5 Purpose 2.6 Move 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 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 Closing 5.1 Place and Time 5.2 Delivery of Documents and Consideration 5.3 Adjustments Seller's Representations and Covenants 6.1 Representations and Warranties 6.2 Covenants 6.2.1 No Interruption in Business 6.2.2 Liabilities 6.2.3 Delivery of Receipts 6.2.4 Cessation 6.2.5 Ownership Indemnity 6.2.6 E&O Coverage and Indemnification 6.2.7 Carriers/Transition Buyer's Representations and Covenants 7.1 Status of Buyer 7.2 Covenants 7.2.1 Non-Disclosure 7.2.2 E & O Coverage Non-Compete Contingencies 9.1 Representations, Warranties and Covenants True ...

... the Buyer does hereby agree to purchase the following described assets: (a ) The complete and entire customer list, all expiration files and customer account records used by the Seller in connection with the operation of its property and casualty insurance business (intending thereby, and for all purposes hereunder, to include (i ) surety and fidelity bonds and (ii) group life, health and disability income insurance within the meaning of property and casualty insurance but specifically excluding all individual life, health and disability income insurance and annuities, which individual policies shall remain the property of the Seller), including therewith all underwriting files, claim files and correspondence files, together with all other usual and customary records in connection therewith, which assets are more specifically identified on the Schedule of Accounts annexed hereto, marked EXHIBIT "l (a )" . Said accounts (hereinafter referred to as the "Subject Accounts") so identified on said Schedule of Accounts constitute all property and casualty insurance accounts owned by the Seller; provided, however, to the extent that any insurance account owned by the Seller is not set forth on EXHIBIT l(a ), such account, shall constitute a Subject Account subject to this Agreement and be sold and transferred to the Buyer hereunder. (b ) The right to use the name "Oldco Insurance Agency" and the trade name "Gigantic Insurance Agency", which use shall be limited to the insurance business, the right to use the telephone, telecopier and telex numbers and post office box number presently used by the Seller and all of the goodwill attendant to ...

... writing by unanimous consent of the Founders; 2.4.3 Not do any of the following without unanimous prior written consent of the Founders then remaining as Shareholders of the Agency: (a ) Sell substantially all of the assets of the Agency; (b ) Modify the Employment Contract (defined below) of any Founder executed concurrently herewith; (c ) Acquire another independent insurance agency; or (d ) Not bring in any new Shareholder(s ), other than through the Events Initiating Sale of a Shareholder's Shares in accordance with Section 5 below; and 2.4.4 Shall retain Axis as President of the Agency corporation in accordance with his Employment Contract (defined below) entered into concurrently herewith, unless the Presidential portion of his Management Compensation as set forth in that Employment Contract is bought out in accordance with Exhibit B' attached thereto. 3. Valuation &# 160 For purposes of this Agreement, the value of all of the issued and outstanding Shares of stock of the Agency shall be determined, as of the date of any Event Initiating Sale (defined in Section 5 below), as follows: 3.1 By Shareholders' Action. For purposes of this Section, the value of each Share of issued and presently outstanding stock in the Agency is initially set at the total fair market value of the entire Agency of one million six hundred ninety-one thousand six hundred fifty-three dollars ($ 1 ,691,653.00), divided by the total number of Shares outstanding. That is a net value and includes all assets, accumulations, surplus and goodwill of the Agency corporation as a going concern, less ...

... not to compete, Accounts and other intangible assets less liabilities of every name and nature. Additionally, there shall be excluded from Book Value the death benefit payable from life insurance, if any, on the life of any Party hereto or individual shareholders or employees of a Party hereto. (e ) Total Permanent Disability' shall mean the inability as a result of disability, whether mental or physical, of an individual to carry out substantially all of his duties (meaning more than half) for a continuous period of nine months or any collective period of 12 months of any continuous period of 18 months. 2. Organization of Joint Venture: 2.1 The Parties hereto agree to organize a new corporation under the laws of the Commonwealth of Massachusetts in accordance with the Articles of Organization annexed hereto as EXHIBIT A to be known as COLORFUL INSURANCE SERVICES, INC., hereinafter referred to as CIS. 2.2 The By-Laws of CIS shall be in the form of EXHIBIT B annexed hereto. 2.3 Each Party shall subscribe to and purchase the number of shares of common voting stock of CIS as set forth on EXHIBIT C annexed hereto and shall pay the subscription price upon demand by CIS. 2.4 No Party shall sell, give, bequeath, convey, hypothecate, pledge or in any manner transfer ownership of or encumber any or all of the stock of CIS which shall be owned by a Party except in accordance with the terms of this Agreement. All stock certificates evidencing such shares shall be endorsed with the following restrictive legend: This certificate is transferable on the books of Colorful Insurance Services, Inc., ...

... to be included as Net Annual Commissions. Notwithstanding the foregoing, in the case of monthly or other periodic installment billings (other than annual billings on policies written for a term in excess of one year), commissions thereon shall be deemed to be earned on the due date of the installment billing. Commissions shall be deemed fully earned as of the inception date (or annual renewal date) of the policy to which it applies or, in the case of monthly or other periodic billings, on the due date thereof, subject to return commissions, if any, paid, payable or allowed as credit to the insured, provided that the premium therefor has been paid. Representations and Warranties of the Sellers. Except to the extent as may be set forth on the Disclosure Schedule annexed hereto as EXHIBIT A and by this reference made a part hereof, the Sellers, jointly and severally, do hereby warrant and represent to the Buyer as follows and agree that such warranties and representations are true, accurate and complete as of the date hereof, will be so at the Closing Date, and shall survive the Closing hereunder: The Sellers have full and complete right, power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency laws and other laws affecting creditors' rights and subject to the general principles of equity affecting the right to specific performance and injunctive relief. The execution and delivery of ...

... fashion consistent with the manner in which it has been operated heretofore; (ii) endeavor, to the best of its ability, to renew all insurance coverages scheduled for renewal between the execution of this Agreement and the Accounting Date; (iii) process all renewals scheduled to occur after the Accounting Date in accordance with the normal and customary advance renewal patterns and procedures of the Seller heretofore; (iv) not, in any manner, suffer or permit any of the assets to be sold and transferred hereunder to be pledged, hypothecated or in any manner be encumbered, nor sell, assign or in any manner convey or transfer the same except as provided herein. (j ) At the closing, the Stockholder shall have executed and delivered to the Buyer an Employment Agreement in the form of EXHIBIT "l5 (j )" prior to execution of which the Stockholder shall have made himself available for a complete physical examination by a physician approved by the Buyer, shall be found to be insurable and shall have completed such applications and forms as may be necessary for the Buyer to obtain insurance on his life having a face amount of coverage of not less than $2.0 million/ which policy shall be in force and effect on the Closing Date. On the Closing Date, the Stockholder shall be ready, willing and able to perform his obligations under and pursuant to the said Employment Agreement. (k ) The Seller and Stockholder shall communicate promptly to the Buyer forthwith upon their learning of any facts or events which may arise or occur hereafter, if any, which (i ) would ...