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...Adjustments Seller's Representations and Covenants 6.1 Representations and Warranties 6.2 Covenants ... Furniture and Equipment ...

...djustments 6. Seller's Representations and Covenants 6.1 Representations and Warranties 6.2 Covenants 6...t need to be cleared up after Closing, and they shall attempt to resolve those...

...ined and in reliance upon the representations and warranties hereinafter set f...g of the Sellers' warranties and representations in said section 3. EXHIBIT ...

... 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 9.2 Exhibits Dispute Resolution 10.1 All Disputes 10.1.1 Alternative 10.1.2 Equitable Relief 10.2 Notice of Arbitration 10.3 Authority 10.4 Costs Miscellaneous 11.1 Notices 11.2 Waivers and Extension 11.3 Expenses 11.4 Amendment 11.5 Entire Agreement 11.6 Applicable Law/Venue 11.7 Headings 11.8 Counterparts 11.9 Successors, Assigns, and Subsidiaries 11.10 Duration of Warranties 11.11 Necessary Documents 11.12 Exhibits 11.13 Separate Counsel 11.14 Attorney Fees 11.15 Assignment &# 160 INDEX OF EXHIBITS Exhibit Description Paragraph A' Schedule of Accounts 3.1 B' Schedule of Personal Property 3.4 ... ' Schedule of Liabilities Assumed 3.7 D' Promissory Note 4.3.2 E' Financing Statement 4.4 F' Security Agreement 4.4 G' Security Escrowed Letter 4.7 H' Bill of Sale for Equipment 5.2 I' Bill of Sale for Accounts 5.2 J' Able's Non-Compete 8 &# 160 1. Parties 1.1 This AGREEMENT FOR PURCHASE AND SALE (the Agreement') is executed as of the date set forth on the signature page hereto, by and between: ABLE INSURANCE AGENCY, INC. ( 'Seller'); DALTON AGENCIES, INC ...

... 160Payment/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 ... Non-Disclosure 7.2.2 E & O Coverage 8. Non-Compete 9. Contingencies 9.1 Representations, Warranties and Covenants True 9.2 Exhibits 10. Dispute Resolution 10.1 All Disputes 10.1.1 Alternative 10.1.2 Equitable Relief 10.2 Notice of Arbitration 10.3 Authority 10.4 Costs 11. Miscellaneous 11.1 Notices 11.2 Waivers and Extension 11.3 Expenses 11.4 Amendment 11.5 Entire Agreement 11.6 Applicable Law/Venue 11.7 Headings 11.8 Counterparts 11.9 Successors, Assigns, and Subsidiaries 11.10 Duration of Warranties 11.11 Necessary Documents 11.12 Exhibits 11.13 Separate Counsel 11.14 Attorney Fees 11.15 Assignment INDEX OF ... Exhibit Description Paragraph A' Schedule of Accounts 3.1 B' Schedule of Personal Property 3.4 C' Schedule of Liabilities Assumed 3.7 D' Promissory Note 4.3.2 E' Financing Statement 4.4 F' Security Agreement 4.4 G' Security Escrowed Letter 4.7 H' Bill of Sale for Equipment 5.2 I' Bill of Sale for Accounts 5.2 J' Able's Non-Compete 8 1. Parties 1.1 This AGREEMENT FOR PURCHASE AND SALE (the Agreement') is executed as of the date set forth on the signature page hereto, by and between: ABLE INSURANCE ...

... to their future operations in the insurance business, and WHEREAS, the Parties desire to consolidate certain aspects of the business operations other than the solicitation and production of insurance business; NOW, THEREFORE, in consideration of the mutual covenants herein contained and in reliance upon the representations and warranties of the respective Parties herein set forth, the Parties do hereby undertake and agree as follows: 1. Definitions: 1.1 For purposes of this Agreement, the following words and phrases shall mean and be defined as follows: (a ) Accounts' ... mean the customers or clients, both entities and individuals, for which a Party shall write insurance business. Included in the definition of Accounts shall be all of the expirations, expiration data and files and records with respect to an Account. (b ) Insurance' shall mean and include all lines of insurance including property, casualty, life and life related lines together with surety and fidelity bonds except in instances where the word insurance' shall be specifically limited to any one or more line of business. (c ) Net Annual ... efforts to maintain such agency agreement in its name and shall make use thereof only in accordance with the provisions hereof. 3.2 All insurance business whether property, casualty, life or other including bonds which may be written or renewed by a Party with an effective date of coverage following the date on which CIS shall become operational, shall be written or renewed only through the facilities of CIS and in the name of CIS as agent of record. To the extent that CIS shall be unable to place such business through its facilities including its ...

... and outstanding capital stock of the Seller and (b ) its Chief Executive Officer and, as such, desires to enter and conclude the within transaction and will benefit therefrom; NOW, THEREFORE, in consideration of the mutual covenants herein contained and in reliance upon the representations and warranties hereinafter set forth, the parties do hereby agree as follows: WITNESSETH: 1. Sale of Assets. Subject to and in accordance with the terms and conditions herein contained, the Seller does hereby agree to sell, assign, transfer, convey and ... over unto the Buyer effective as of December 1, 1992 (hereinafter referred to as the "Accounting Date"), and 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 ... (d ) For purposes of this section and elsewhere throughout this Agreement, in determining the inception date of a policy, (i ) annual anniversaries on policies written for a term in excess of one year shall be deemed to be an inception date as if the coverage were written for a one year period only except in the event the premium is prepaid for the entire policy term; but (ii) in the case of policies where the premium is billed in monthly or other less than annual installments, the premium billing due ...

...ined and in reliance upon the representations and warranties of the respective...Party to this Agreement only upon good and sufficient cause which shall be defined as: material and substantial breach of the terms of ...

...ined and in reliance upon the representations and warranties of the respective...6.2 Each Party shall notify CIS of any and all litigation to which such Party ...

...ined and in reliance upon the representations and warranties hereinafter set f... Accounts or the ability of the Seller and/or Stockholder to perform the trans...