Exhibit 99.3
CONFORMED COPY
XXXX OF SALE AND ASSIGNMENT AGREEMENT
by and among
HARTFORD FIRE INSURANCE COMPANY
and
HARTRE COMPANY, L.L.C.
(collectively, the "Sellers")
AND
ENDURANCE REINSURANCE CORPORATION OF AMERICA
(the "Purchaser")
Dated as of May 15, 2003
TABLE OF CONTENTS
Page
----
Section 1. Definitions .................................................. 1
Section 2. Assignment of Transferred Assets, Acceptance of Assignment ... 1
Section 3. Representations and Warranties ............................... 1
Section 4. No Third Party Beneficiaries ................................. 1
Section 5. Amendment .................................................... 1
Section 6. Governing Law ................................................ 2
Section 7. Jurisdiction ................................................. 2
Section 8. Entire Agreement ............................................. 2
Section 9. Assignment ................................................... 2
Section 10. Counterparts ................................................. 2
i
XXXX OF SALE AND ASSIGNMENT AGREEMENT
This Xxxx of Sale and Assignment Agreement (this "Agreement"), dated as of
May 15, 2003, is entered into by and among Hartford Fire Insurance Company, a
company organized under the laws of the State of Connecticut (together with its
successors and permitted assigns, the "Seller Insurer Party"), HartRe Company,
L.L.C. (together with its successors and permitted assigns, "HartRe LLC"), a
Connecticut limited liability company (and together with the Seller Insurer
Party, the "Sellers"), and Endurance Reinsurance Corporation of America, a
company organized under the laws of the State of New York (together with its
successors and permitted assigns, the "Purchaser").
RECITALS:
WHEREAS, the Sellers and the Purchaser are parties to a Purchase
Agreement, dated as of May 15, 2003 (the "Purchase Agreement"), pursuant to
which, among other things, the Sellers will sell, and the Purchaser will
acquire, the Transferred Assets (as defined in the Purchase Agreement) upon the
terms and subject to the conditions set forth in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations, warranties, covenants and agreements set forth herein and in
the Purchase Agreement and the Related Documents, the parties hereto hereby
agree as follows:
Section 1. Definitions. Capitalized terms used herein and not defined
herein shall have the respective meanings assigned to them in the Purchase
Agreement.
Section 2. Assignment of Transferred Assets, Acceptance of Assignment. The
Sellers hereby assign, transfer, convey and deliver to the Purchaser forever, as
of the Closing Date, all of the Sellers' right, title and interest in and to all
of the Transferred Assets. The Purchaser hereby acquires, accepts and takes an
assignment and delivery of the Transferred Assets.
Section 3. Representations and Warranties. The Sellers make no
representation or warranty hereunder with respect to the Transferred Assets
other than those set forth in the Purchase Agreement.
Section 4. No Third Party Beneficiaries. This Agreement is for the sole
and exclusive benefit of the Sellers, the Purchaser and their respective
successors and permitted assigns and nothing herein is intended, or shall be
construed, to confer upon any Person other than the Sellers, the Purchaser and
their respective successors and permitted assigns any right, remedy or claim
under or by reason of this Agreement or any term, covenant or condition hereof.
The Sellers and the Purchaser hereby acknowledge and agree that the assignment
to and assumption by the Purchaser pursuant to this Agreement shall not relieve
the Sellers or the Purchaser of any of their other respective obligations under
the Purchase Agreement or the Related Documents, which shall remain in full
force and effect.
Section 5. Amendment. This Agreement may be amended, supplemented or
modified, and any provision hereof may be waived, only pursuant to a written
instrument making specific reference to this Agreement signed by each of the
parties hereto.
Section 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflict of laws principles thereof.
Section 7. Jurisdiction. Each of the parties hereto irrevocably and
unconditionally submits to the exclusive jurisdiction of any court of the United
States or any state court which in either case is located in the City of New
York (each, a "New York Court") for purposes of enforcing this Agreement. In any
such action, suit or other proceeding, each of the parties hereto irrevocably
and unconditionally waives and agrees not to assert by way of motion, as a
defense or otherwise any claim that it is not subject to the jurisdiction of any
such New York Court, that such action, suit or other proceeding is not subject
to the jurisdiction of any such New York Court, that such action, suit or other
proceeding is brought in an inconvenient forum or that the venue of such action,
suit or other proceeding is improper. Each of the parties hereto also agrees
that any final and unappealable judgment against a party hereto in connection
with any action, suit or other proceeding shall be conclusive and binding on
such party and that such award or judgment may be enforced in any court of
competent jurisdiction, either within or outside of the United States. A
certified or exemplified copy of such award or judgment shall be conclusive
evidence of the fact and amount of such award or judgment.
Section 8. Entire Agreement. This Agreement, the Purchase Agreement and
the other Related Documents including all Schedules and Exhibits attached hereto
and thereto, constitute the entire agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein and
supercede all prior agreements and understandings between the parties with
respect to such subject matters.
Section 9. Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. No assignment of this Agreement or of any rights or obligations
hereunder may be made by any party to this Agreement (in whole or in part,
voluntary or involuntary, by operation of law or otherwise, other than by
operation of law in a merger) without the prior written consent of the other
party hereto.
Section 10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become effective
when one or more counterparts have been signed by each of the parties to this
Agreement and delivered to the other party hereto.
2
IN WITNESS WHEREOF, the parties hereto have executed this Xxxx of Sale and
Assignment Agreement as of the date and year first above written.
HARTFORD FIRE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
HARTRE COMPANY, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
ENDURANCE REINSURANCE
CORPORATION OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
[SIGNATURE PAGE TO XXXX OF SALE AND ASSIGNMENT AGREEMENT]
