ASSIGNMENT AND ASSUMPTION OF CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS ("Assignment") is effective
as of 11:59 p.m., Eastern Standard Time, on December 31, 1998 (the "Effective
Time"), by and among CENTRAL RESERVE LIFE INSURANCE COMPANY, an Ohio corporation
("CRL"), and each of PROVIDENT AMERICAN CORPORATION, a Pennsylvania corporation
("PAMCO"), PROVIDENT INDEMNITY LIFE INSURANCE COMPANY, a Pennsylvania
corporation ("PILIC"), and PROVIDENT HEALTH SERVICES, INC., a Pennsylvania
corporation ("PHS"). Capitalized terms used in this Assignment that are not
defined shall have the same meaning ascribed to them in that certain Stock
Purchase Agreement, dated as of December 29, 1998, by and among CRL, PAMCO and
PILIC (the "Stock Purchase Agreement"), which by this reference is incorporated
into and made a part of this Assignment.
In consideration of the mutual agreements contained in the Stock
Purchase Agreement and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Assignment and Assumption of Contracts
1.1 Assignment by PAMCO. In accordance with Section 2.3 of the
Stock Purchase Agreement, as of the Effective Time, PAMCO hereby assigns,
transfers and grants to CRL all of its rights under any and all agreements with
agents and brokers for the sale of health insurance products.
1.2 Assignment by PILIC. In accordance with Section 2.3 of the
Stock Purchase Agreement, as of the Effective Time, PILIC hereby assigns,
transfers and grants to CRL all of its rights under any and all agreements with
agents and brokers for the sale of health insurance products.
1.3 Assignment by PHS. In accordance with Section 2.3 of the
Stock Purchase Agreement, as of the Effective Time, PHS hereby assigns,
transfers and grants to CRL all of its rights under any and all agreements with
agents and brokers for the sale of health insurance products.
1.4 Acceptance and Assumption by CRL. In accordance with
Section 2.3 of the Stock Purchase Agreement, CRL hereby accepts the foregoing
assignments of the respective contracts of each of PAMCO, PILIC and PHS, and
assumes such duties and obligations of PAMCO, PILIC and PHS thereunder as may
accrue on or following the Effective Time in accordance with the terms thereof.
2. Miscellaneous Provisions
2.1 Binding Effect. This Assignment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns. This Assignment shall not be assignable by
PAMCO, PILIC or PHS.
2.2 Governing Law. The validity and effect of this instrument
shall be governed by and construed and enforced in accordance with the laws of
the State of Ohio, without regard to conflict of law principles.
2.3 Counterparts. This Assignment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
shall comprise a single agreement. The signature of any party to any counterpart
shall be deemed to be a signature to, and may be appended to, any other
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused their
respective representative to execute this Assignment as of the date first above
written.
CENTRAL RESERVE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
PROVIDENT AMERICAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Operating Officer
PROVIDENT INDEMNITY LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
PROVIDENT HEALTH SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
