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...g and is potentially subject to new laws. It is difficult therefore, to freeze...carefully examine the potential for liability and weigh the possible risks tha...

...ithin the meaning of any applicable laws. Employee acknowledges that the grant...reement is to be construed pursuant to Laws of the State of _______. Jurisdict...

... Risk Retention Act of 1981 as amended by the Risk Retention Amendments of 1986, creating the Liability Risk Retention Act of 1986. The amendments were passed by the Senate and The House of Representatives on October 6 and October 9, respectively. The legislation was signed into law by President Reagan on October 27, 1986. Short Title: SEC. 1. This Act may be cited as the Liability Risk Retention Act of 1986. Definitions: SEC 2. (a ) As used in this Act - (1 ) Insurance means primary ... financially impaired. (f ) (1 ) Subject to the provisions of subsection (a )( 1 )( G ) (relating to injunctions) and paragraph (2 ), nothing in this Act shall be construed to affect the authority of its powers to enforce the laws of such State with respect to which a risk retention group is not exempt under this Act. (2 ) If a state seeks an injunction regarding the conduct described in paragraphs (1 ) and (2 ) of subsection (e ), such ... or selling insurance, or operating, in any State (or in all States) or in any territory or possession of the United States upon finding of such court that such group is in hazardous financial condition. Such order shall be binding on such group, its officers, agents and employees, and on any other person acting in active concert with any such officer, agent, or employee, if such other person has actual notice of such order. Oversight of Implementations: Report to Congress (a ) IN GENERAL. - ...

...ly. The legislation was signed into law by President Reagan on October 27, 198...ting in active concert with any such officer, agent, or employee, if such othe...

... ? 4) Contractual and joint venture undertakings: What new and different types of agreements exist? How have indemnification, responsibility, agency relationships and hold harmless provisions been identified and addressed? Corporate Structure The structure of corporations is rapidly changing and is potentially subject to new laws. It is difficult therefore, to freeze the picture at a point in time with respect to acquisitions, mergers, conglomerate activity, and vertical or horizontal integration. The complex question of the relationship of the various members of a new organization to other members needs ... joint venture agreements may involve potential loss (not normally assumed to exit) for the following reasons: 1) Joint venture liability is not automatically protected under a primary or excess liability policy. 2) Hold harmless and indemnification agreements are only as good as a) enforceability permitted in the jurisdiction of a suit, and b) the financial guarantees of the indemnitor. 3) Contracts are written from different points of view and with varying levels of professional competence. 4) A current deep pocket' theory, by which liability loss ... potential conflicts of interest or opportunities for discrimination exist? What new professional liability may exist? How has provision been made for continuing audit and control of such new and changing services? How do these relate from the standpoint of liability and responsibility over time? 3) Officers and directors: What is the status of all former and current officers and directors with respect to changing corporate status, accountability, fiduciary responsibility and protection? 4) Contractual and joint venture undertakings: What new and different types of agreements exist? How have indemnification ...

...tigation and application of 'common law' factors, if the 'independent contract...tractors and walk through each 'common law' factor to ensured that their agenc...

... , 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 this Agreement and the performance of the transactions contemplated hereby will not (i ) result in a breach ... 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 this Agreement ... owned, nor is the Agency a party with any other entity or individual in any joint venture or other undertaking. k.The Agency does not own, and never has owned, any real property. The Agency has no agreement with any employee, director, agent or officer except oral agreements of employment that may be terminated at will. SCHEDULE 3(l ) contains a true and complete roster of the employees of the Agency setting forth the name of the employee, current rate of regular compensation, date and amount of last bonus ...

... , 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 this Agreement and the performance of the transactions contemplated hereby will not (i ) result in a breach ... 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 this Agreement ... owned, nor is the Agency a party with any other entity or individual in any joint venture or other undertaking. k.The Agency does not own, and never has owned, any real property. The Agency has no agreement with any employee, director, agent or officer except oral agreements of employment that may be terminated at will. SCHEDULE 3(l ) contains a true and complete roster of the employees of the Agency setting forth the name of the employee, current rate of regular compensation, date and amount of last bonus ...

... , 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 this Agreement and the performance of the transactions contemplated hereby will not (i ) result in a breach ... 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 this Agreement ... owned, nor is the Agency a party with any other entity or individual in any joint venture or other undertaking. k.The Agency does not own, and never has owned, any real property. The Agency has no agreement with any employee, director, agent or officer except oral agreements of employment that may be terminated at will. SCHEDULE 3(l ) contains a true and complete roster of the employees of the Agency setting forth the name of the employee, current rate of regular compensation, date and amount of last bonus ...

... , 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 this Agreement and the performance of the transactions contemplated hereby will not (i ) result in a breach ... 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 this Agreement ... owned, nor is the Agency a party with any other entity or individual in any joint venture or other undertaking. k.The Agency does not own, and never has owned, any real property. The Agency has no agreement with any employee, director, agent or officer except oral agreements of employment that may be terminated at will. SCHEDULE 3(l ) contains a true and complete roster of the employees of the Agency setting forth the name of the employee, current rate of regular compensation, date and amount of last bonus ...