Exhibit 6.15
ASSIGNMENT OF CONTRACT
On this 15th day of July, 1999, for good and valuable consideration, the receipt
of which is hereby acknowledged, Brooke Corporation does hereby transfer, set
over, assign and convey to G.I. Agency, Inc., a Kansas corporation, all of its
right, title, and interest in and to an Agreement for Sale of Insurance Agency
Assets, dated June 10, 1999, between Brooke Corporation and Xxxxxx X. "Xxx"
Xxxxxxxxxx and Xxxx X. Xxxxxxxxxx. By virtue of this assignment, assignee, G.I.
Agency, Inc., hereby assumes all rights, responsibilities, benefits and
obligations of Brooke Corporation under such contract to the same extent and
effect as if an original signatory thereof.
BROOKE CORPORATION G.I. AGENCY, INC.
By: By:
/s/ Xxxxxxx Xxxx /s/ Xxxxxx X. Xxx
-------------------------------- -----------------------------
Xxxxxxx Xxxx, President Xxxxxx X. Xxx, Chairman
AGREEMENT
FOR
SALE OF INSURANCE AGENCY ASSETS
THIS AGREEMENT MADE this 10 day of June, 1999 by and between Xxxxxx X. "Xxx"
Xxxxxxxxxx and Xxxx X. Xxxxxxxxxx of Fayette, Missouri, hereinafter referred to
as "Seller", and Brooke Corporation, hereinafter referred to as "Purchaser".
In consideration of the mutual promises, covenants, and agreements set forth
hereinafter, the Seller does hereby agree to sell and the Purchaser does hereby
agree to purchase the assets hereinafter described on the terms and conditions
set forth as follows:
1. SUBJECT MATTER OF THE AGREEMENT. Seller hereby agrees to sell, transfer,
assign and convey unto the Purchaser all of the Seller's right, title and
interest in and to the general insurance agency assets of the Fayette and Xxxxxx
branches of Town and Country Insurance Agency owned by Seller. Such sale shall
include the "book of business", goodwill, client lists, client records, client
files, client renewals, claims records, and all other intangible assets
associated with Seller's general insurance agency business which does business
as the Fayette and Xxxxxx branches of Town & Country Insurance Agency or which
may have done business from the Fayette and Xxxxxx branches under any other
trade name. The insurance policies associated with the assets being sold
pursuant to this agreement are more specifically defined in the listing attached
hereto as Exhibit B. All assets shall be conveyed unto Purchaser, free and clear
of any claims, liens and encumbrances whatever. Said sale shall not include
right, title and interest to the general insurance agency assets of the
Boonville branch of Town and Country Insurance Agency nor any tangible physical
assets located in the Fayette and Xxxxxx branches of Town and Country Insurance
Agency.
2. PURCHASE PRICE. In consideration of the sale of the above described assets,
the Purchaser agrees to pay the total sum of Two Hundred Ninety Three Thousand
Five Hundred Fifty Four Dollars ($293,554.00) in the following manner:
(A) The sum of Three Thousand Dollars ($3,000.00) as xxxxxxx money, the receipt
of which is hereby acknowledged.
(B) The sum of Sixty Six Thousand One Hundred Eleven Dollars ($66,111.00) shall
be paid to Seller at the date of closing.
(C) The balance of the purchase price in the amount of Two Hundred Twenty Four
Thousand Four Hundred Forty Three Dollars ($224,443.00) shall bear interest at
the rate of 1.75% above the New York prime interest rate as published in the
Wall Street Journal and shall be adjusted annually on the anniversary date of
this agreement. Said interest rate shall not be less than 6% and no more than
12% per annum. Said balance shall be paid in 72 monthly installments, each in
the amount of $4,101.63 which shall be due and payable on the first day of each
month following the date of closing and with a final installment in the amount
of all unpaid principal and interest which shall be payable on July 1, 2005.
Purchaser shall pay penalty for late payment of any monthly installment equal to
1% of said monthly installment for each day after the 5th day following the
payment due date that said monthly installment remains unpaid.
3. CONVEYANCE OF TITLE TO PERSONAL PROPERTY. Seller shall convey title to the
above described general insurance agency assets by a Bill of Sale which shall be
executed, acknowledged, and delivered to the Purchaser on the closing date of
this agreement, free of all liens and encumbrances whatever. The bill of sale
shall be in the form attached hereto as Exhibit A and made a part hereof by
reference.
4. CLOSING. Closing of this sale shall occur no later than July 1, 1999, unless
a later date is required in order to satisfy the contingencies set forth
hereinafter.
5. EFFECTIVE DATE OF TRANSFER OF BUSINESS AND OBLIGATIONS.
(A) All of the general insurance agency assets conveyed under the terms of this
agreement shall be transferred as of the closing date. For the purpose of this
agreement, the policy inception date will determine on which day the insurance
was written. If premiums are paid by a policyholder to an insurance company in
installments, it is agreed that the due date of each installment shall be
considered a new policy inception date. The Purchaser shall be entitled to all
commissions for insurance written by Xxxxxx, or Seller's directors, officers and
employees on or subsequent to the closing date.
(B) Seller shall be liable for all debts, premiums, claims and obligations
incurred prior to the closing date. All accounts receivables for insurance
written prior to the closing date shall remain the separate property of the
Seller, provided that Seller pays all debts, premiums, claims and obligations on
insurance written prior to closing date.
(C) Purchaser will attempt to collect all funds owed to Seller for insurance
written prior to the closing date. Seller appoints Purchaser as its attorney in
fact to endorse checks made payable to Seller by policyholders or insurance
companies. Any funds collected by Purchaser for the Seller will be remitted to
Seller on a monthly basis.
(D) After the closing date, Seller shall not be responsible for payment to
Purchaser of commissions on any reduction of premiums resulting from policy
cancellations, policy endorsements or policy audits for insurance written prior
to the closing date. Correspondingly, after the closing date, Purchaser shall
not be responsible for payment to Seller of commissions on any additional
premiums resulting from policy endorsements or policy audits for insurance
written prior to the closing date.
(E) Seller shall remit to Purchaser on the closing date any funds received by
Seller for insurance written on or subsequent to the closing date.
(F) Purchaser shall be entitled to all profit sharing commissions received after
closing.
6. HOLD HARMLESS GUARANTY.
(A) Seller hereby agrees and promises to hold Purchaser harmless for any and all
liability that may arise by reason of Seller's or Seller's directors, officers
and employees negligence or failure to renew, issue or otherwise service any
insurance policy prior to the date of closing, it being agreed that any
liability for such errors and omissions in the transaction of insurance business
shall vest solely with Seller.
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(B) Purchaser hereby agrees and promises to hold Seller harmless for any and all
liability that may arise by reason of Purchaser's or Purchaser's directors,
officers and employees negligence or failure to renew, issue or otherwise
service any insurance policy after the date of closing, it being agreed that any
liability for such errors and omissions in the transaction of insurance business
shall vest solely with Purchaser.
7. CONTINGENCIES. Seller agrees to provide Purchaser reasonable assistance in
obtaining appointments from any insurance companies which have appointed Xxxxxx
as their agent, but which have not appointed Xxxxxxxxx as of the date of
closing. In the event that a due diligence audit, conducted by Seller prior to
the closing date, should disclose that Seller's commissions are not as warranted
under paragraph 10(B) following, this agreement may be declared null and void
and Purchaser shall be entitled to the return of all sum theretofore advanced,
and all parties shall thereupon be released from any further liability under
this agreement.
8. COVENANTS OF SELLER.
(A) Seller does, hereby, covenant and agree that it's directors, officers and
employees will, at all times, assist and cooperate with Purchaser in
transferring to Purchaser all general insurance business previously written,
serviced or sold by Seller or Seller's directors, officers or employees of the
Fayette and Xxxxxx branches of Town and Country Insurance Agency.
(B) Seller further agrees that they will not engage directly or indirectly in
the business of selling insurance policies in or within a 50 mile radius of
Fayette, Missouri, for a period of five (5) years from and after the closing
date. Seller further agrees that period of five (5) years from and after the
closing date, they will not solicit or write insurance policies for any
customers that are a part of the book of business sold pursuant to this
agreement and will not directly or indirectly attempt to divert any customer
that is a part of the book of business sold pursuant to this agreement from
continuing to do business with Purchaser.
(C) Seller does, hereby, covenant and agree to enforce, for the continued
benefit of Purchaser, all non solicitation agreements or non compete agreements
currently in force between Seller and its directors, officers, independent
contractors and employees of the Fayette and Xxxxxx branches of Town and Country
Insurance Agency.
9. WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser warrants and
represents that it is a corporation, duly organized, existing and in good
standing under the laws of the State of Kansas. Purchaser warrants and
represents that it has taken all necessary corporate action, including, but not
limited to, binding resolutions of all of its directors to enter into this
agreement and to carry out the terms and conditions thereof.
10. WARRANTIES AND REPRESENTATIONS OF THE SELLERS.
(A) Seller has furnished Purchaser statements of its accounts current for the
insurance companies with which he/she does business for the 12 month period
ending April 30, 1999. Seller warrants that these statements are true and
correct. Seller further warrants and represents that Sellers received
commissions in the amount of One Hundred Thirty Eight Thousand Eight Hundred
Fifty Two Dollars ($138,852) for the 12 month period ending April 30, 1999.
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(B) The Seller warrants and represents that it is the sole and legitimate owner
of the general insurance agency assets to be purchased and sold pursuant to this
agreement.
(C) The Seller warrants and represents that it currently has an errors and
omissions insurance policy in force and that a "tail" policy will be or has been
purchased which provides for continuing errors and omissions insurance coverages
for actions occurring prior to the closing. Seller will provide Purchaser with
proof of such coverage upon request.
11. USE OF NAME AND PO BOX AND TELEPHONE NUMBER. As a result of the sale
contemplated herein, the Purchaser shall on and after the date of closing be
entitled to the use of the trade name Town & Country Insurance Agencies.
Furthermore, the Seller shall not use or authorize the use of said trade name to
sell insurance policies. The Purchaser shall acquire all rights to the telephone
listings and telephone numbers listed under said trade name and to the Post
Office Box No. 511 listed under such name.
12. SECURITY INTEREST.
(A) To secure the payment of the sums described in paragraph 2(C) hereof,
Purchaser hereby grants to Seller a security interest in and to the insurance
agency assets which are purchased from Seller pursuant to this agreement.
(13) The Purchaser agrees to execute and deliver to the Sellers a UCC-1
financing statement evidencing said security interest in form suitable for
filing.
13. DEFAULT. Time is of the essence of this agreement. In the event that the
Purchaser shall fail to pay the amount due on the date of closing, then this
agreement shall immediately become null and void and the Seller shall be
entitled to retain the xxxxxxx money described in paragraph 2(A) hereof as
liquidated damages. In said event, this agreement shall thereafter be null and
void.
14. ASSIGNMENT OF PURCHASER'S INTEREST. It is agreed that Purchaser has the
unconditional right to assign or transfer all of Purchaser's rights and
obligations obtained or incurred pursuant to this agreement to a qualified
assignee or purchaser capable and having financial resources to honor all
commitments contained herein, as may be determined by Purchaser. In the event of
any such assignment or transfer, Purchaser hereby guaranties all payments due
Seller under the terms of this agreement.
15. MISCELLANEOUS AGREEMENTS OF THE PARTIES. Unless otherwise agreed to in
writing, the Purchaser shall not assume any of Seller's obligations with regards
to employees, lessors (real or personal property), vendors, suppliers,
advertisers or utility companies.
16. ENTIRE AGREEMENT. This agreement contains all of the terms and conditions of
agreement between the parties hereto relative to the subject matter hereof, and
no other agreement relative thereto between them, whether past, present or
future, shall be valid unless the same is reduced to writing and signed by each
of the parties.
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17. NOTICES.
(A) Notices which may be required to be sent to the Purchaser in accordance with
this agreement shall be deemed sufficient if deposited in the United States Mail
as first class mail, postage prepaid, and addressed to:
Brooke Corporation
00000 Xxxxxxxxx Xx, Xxxxx 000
XX Xxx 00000
Xxxxxxxx Xxxx, Xxxxxx 00000-2070
or such other addresses as may be furnished to the Seller in writing.
(B) Notices which may be required to be sent to the Seller in accordance with
this agreement shall be deemed sufficient if deposited in the United States Mail
as first class mail, postage prepaid and addressed to:
Xxx Xxxxxxxxxx
PO Box 511
Fayette, MO 65248
or such other addresses as may be furnished to the Purchaser in writing.
18. BINDING EFFECT. This agreement executed in triplicate shall be binding upon
each of the parties hereto, their heirs, administrators, successors and assigns.
The use of the masculine shall include the feminine, and the use of the singular
shall include the plural. This agreement may not be modified or amended unless
such modifications or amendments are reduced to writing.
Seller Purchaser
BROOKE CORPORATION
/s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxx Xxxxx
------------------------------------- -----------------------------
Xxxxxx X. "Xxx" Xxxxxxxxxx Title: Marketing Manager
/s/ Xxxx X. Xxxxxxxxxx --------------------------
-------------------------------------
Xxxx X. Xxxxxxxxxx
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Exhibit A
BILL OF SALE
Now on this ____ day of ___________,1999, for good and valuable consideration,
the receipt of which is hereby acknowledged, Xxxxxx X. "Xxx" Xxxxxxxxxx and Xxxx
X. Xxxxxxxxxx of Fayette, Missouri, as Seller, hereby sells, transfers, assigns
and conveys unto Brooke Corporation, as Purchaser, all of the Seller's right,
title and interest in and to the general insurance agency assets carried under
the name of the Fayette and Xxxxxx branches of Town & Country Insurance Agency
or any other name in which Seller has any interest therein. Such sale shall
consist of Seller's general "book of insurance business", including goodwill,
client lists, client records, client files, client renewals, claims records, and
all other intangible assets associated with Seller's insurance agency. Such sale
shall not include right, title and interest to the general insurance agency
assets of the Boonville branch of Town and Country Insurance Agency nor any
tangible physical assets located in the Fayette and Xxxxxx branches of Town and
County Insurance Agency.
All assets are hereby conveyed unto Purchaser, free and clear of any claims,
liens, taxes and encumbrances whatever.
SELLER
Attest: (If incorporated)
By:_____________________
______________________ Title:____________________
Secretary
State of _____________
County of ___________
Be it remembered that on this ___ day of _____________, 1999, before
me, a Notary Public, in and for the County and State aforesaid, appeared
_____________ who is known to me and who executed the above and foregoing Bill
of Sale.
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Notary Public
My Commission Expires:
