ASSET PURCHASE AGREEMENT
by and between
XXXXXX PROPERTY INSURANCE COMPANY
and
ACCEL INTERNATIONAL CORPORATION
and
ACCELERATION NATIONAL INSURANCE COMPANY
Dated: As of October 20, 1997
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of the 20th day of October, 1997, by and between XXXXXX PROPERTY
INSURANCE COMPANY, a Missouri corporation, with offices at 000 Xxxxxxxxx Xxxxxx
Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000 ("Xxxxxx") and ACCEL INTERNATIONAL CORPORATION,
a Delaware corporation ("Accel"), with its executive offices at 00000 X.X.
Xxxxxxx, Xxxxx 000, X.X. Xxx 0000, Xxxxxxxx, Xxxxx 00000-0000, and ACCELERATION
NATIONAL INSURANCE COMPANY ("ANIC"), an Ohio corporation, with offices at 000
Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxx 00000-0000.
R E C I T A L
WHEREAS, Xxxxxx is desirous of purchasing and ANIC is desirous
of selling certain of ANIC's assets comprising all of ANIC's warranty book of
business upon the terms and conditions hereinafter set forth; and
WHEREAS, contemporaneously with the closing of the
transactions contemplated by this Agreement, Xxxxxx and ANIC shall enter into
two reinsurance agreements, substantially in the forms attached hereto as
Exhibits A-1 and A-2 (the "Reinsurance Agreements") respecting the transfer of
the loss reserves portfolio and the transfer of unearned premium reserves and
new business losses, respectively; and
WHEREAS, Accel is the owner of all of the issued and
outstanding shares of capital stock of ANIC;
NOW, THEREFORE, Xxxxxx, Accel and ANIC hereby agree as
follows:
ARTICLE I
ASSETS BEING SOLD
1.1 Assets Being Sold. ANIC hereby agrees to sell, convey,
transfer, assign and deliver to Xxxxxx or an entity designated by Xxxxxx and
Xxxxxx hereby agrees to purchase (or cause its designee to purchase) from ANIC
the following assets comprising ANIC's warranty (extended service contracts)
book of business (collectively, the "Acquired Assets"):
(a) All of ANIC's rights to and interest in the
expirations and renewals on all insurance policies in force as
of the close of business on the closing date as determined
under Article IV hereof (the "Closing Date") issued and
insured by ANIC covering extended service contract warranties,
including, but not limited to, automobiles, boats,
motorcycles, and recreational vehicles during the covered
periods, including all rights to complete processing and to
xxxx and/or receive premiums, commissions or other revenues
whether as additional, contingent or bonus commissions or
otherwise with respect thereto (the "Acquired Policies"),
subject to all of the related obligations under the Acquired
Policies other than ANIC's obligations as the issuer and
insurer thereof, but excluding the Xxxxxx-Xxxxxx book of
business (and the reserves related thereto);
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(b) all expiration files, customer account records
and underwriting, claims and processing manuals relating to
the Acquired Policies;
(c) all rights, subject to the related obligations,
under the contracts and commitments, whether written or oral,
relating to the Acquired Assets, all of which contracts and
commitments are listed on Schedule 1.1(c);
(d) all rights to and interest in, subject to the
related obligations with respect to, all computer hardware and
software listed on Schedule 1.1(d);
(e) all furniture, fixtures and equipment listed on
Schedule 1.1(e);
and
(f) copies of all policy forms, rate filings related
to such policy forms, and all other regulatory filings
relating to the Acquired Policies.
1.2 Assets Excluded from Sale. Only the Acquired Assets as
described in Section 1.1 are being sold and purchased pursuant to this
Agreement.
1.3 No Liabilities Assumed. Except to the extent set forth in
the Reinsurance Agreements, Xxxxxx shall not be liable for any debt, obligation
or liability of ANIC of any kind whatsoever, relating to the Acquired Assets,
whether known or unknown, absolute or contingent, unless expressly assumed by
Xxxxxx under the Reinsurance Agreements, including, but not limited to:
(a) any local, state or federal income, excise,
property, sales, franchise or payroll tax liability of ANIC
incurred prior to the Closing Date or incurred in respect of
events occurring prior to the Closing Date;
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(b) any claims, causes of action or obligations,
wherever asserted, that relate to or are in any way connected
with the employment or claimed employment of any person by
ANIC arising from events occurring on or before the Closing
Date, or relating to services rendered to or for the benefit
of ANIC by any employee or agent of ANIC through the Closing
Date, including without limitation any attorneys' fees and
collection agency fees for in-force or expired claims or any
person otherwise employed or engaged in ANIC's operation of
its warranty book of business;
(c) any severance pay claim by any employee of ANIC
arising under any severance pay plan, agreement or program of
ANIC, or otherwise, by reason of the consummation of the
transactions contemplated hereby;
(d) any pension, health, welfare or similar liability
to or on account of employees or former employees of ANIC for
any periods of employment on or prior to the Closing Date; and
(e) any liability for errors or omissions of ANIC
prior to the Closing Date.
1.4 Purchase Price. The purchase price payable by Xxxxxx in
full consideration for the Acquired Assets shall be Ten Million Three Hundred
Thousand ($10,300,000), payable on the Closing Date by wire transfer or by
certified or official bank check payable to the order of ANIC, as directed by
Accel.
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ARTICLE II
REPRESENTATIONS AND
WARRANTIES OF ACCEL AND ANIC
Accel and ANIC jointly and severally represent and warrant to
Xxxxxx that:
2.1 Organization. ANIC is a corporation duly organized,
validly existing and in good standing under the laws of the State of Ohio with
full power and authority to own its properties and carry on its business as now
being conducted. ANIC is duly qualified to do business as a foreign corporation
in all jurisdictions where the failure to qualify would have a material adverse
effect on any of the Acquired Assets.
2.2 Authorization. The execution and delivery of this
Agreement by Accel and ANIC and the consummation of the transactions
contemplated hereby have been authorized and approved by all requisite corporate
action of each of Accel and ANIC and this Agreement and all instruments being
delivered by each of Accel and ANIC hereunder represent legal, valid and binding
obligations of each of Accel and ANIC enforceable against each of Accel and ANIC
in accordance with their respective terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting rights of creditors of insurance companies, rights of
creditors generally, or by general principles of equity.
2.3 No Consent. No consent, order, license, approval or
authorization or exemption by, or registration or declaration or filing with,
any governmental authority, bureau or agency, and no consent or approval of any
other person, corporation, partnership,
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trust, incorporated or unincorporated association, joint venture, joint stock
company, government (or any agency or political subdivision thereof) or other
entity of any kind ("Person"), is required to be obtained or made in connection
with the performance by Accel or ANIC of this Agreement or the consummation of
the transactions contemplated to be preformed by it hereunder, except for the
approval of the Ohio Department of Insurance.
2.4 Title to Acquired Assets. ANIC has good and marketable
title to the Acquired Assets, free and clear of any adverse claims, mortgages,
liens or other burdens or encumbrances, except the related obligations of ANIC
with respect to the contracts being assigned, and the instruments of transfer to
be executed and delivered by ANIC at Closing will be valid and binding
obligations of ANIC and will be sufficient to transfer to Xxxxxx all right,
title and interest of ANIC in and to the Acquired Assets.
2.5 No Breach. The consummation of the transactions
contemplated by this Agreement will not (i) contravene any provision of the
Articles of Incorporation or Code of Regulations of ANIC, (ii) violate, conflict
with or result in a material breach or the termination of, or constitute an
amendment to, or otherwise give any Person the right to terminate, or constitute
(or with notice or lapse of time or both would constitute) a default (by way of
substitution, novation or otherwise) under the terms of, any material contract,
mortgage, lease, bond, indenture, agreement, franchise or other instrument or
obligation relating to the Acquired Assets to which ANIC is a party or by which
ANIC or any of the Acquired Assets are bound or affected; (iii) result in the
creation of any lien, mortgage, claim, charge, security interest, encumbrance,
restriction or limitation (collectively, "Liens") upon any of the Acquired
Assets pursuant to the terms of any contract, mortgage, lease,
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bond, indenture, agreement, franchise or other instrument or obligation; (iv)
violate any judgment, order, injunction, decree or award of any court,
arbitrator, administrative agency or governmental or regulatory body against, or
binding upon, ANIC or any of the Acquired Assets in any material respect; (v)
constitute a violation by ANIC of any statute, law, rule or regulation of any
jurisdiction as such statute, law, rule or regulation relates to the Acquired
Policies or to any of the Acquired Assets in any material respect; or (vi)
violate any Permit (as defined in Section 2.7) in any material respect.
2.6 Compliance with Laws. ANIC is not in violation of any
applicable law, rule or regulation, the violation of which could materially and
adversely affect the Acquired Assets.
2.7 Permits. ANIC has duly obtained and holds in full force
and effect all consents, authorizations, permits, licenses, orders or approvals
of, and has made all declarations and filings with, all federal, state or local
governmental or regulatory bodies that are material or necessary with respect to
ANIC's operation of any of the Acquired Assets (collectively, the "Permits");
all the Permits were duly obtained and are in full force and effect; no
violations are or have been recorded in respect of any such Permit and no
proceeding is pending or, to the knowledge of Accel or ANIC, threatened to
revoke, deny or limit any such Permit.
2.8 Actions and Proceedings. Except as provided on Schedule
2.8, there are no claims, actions, suits, arbitrations, proceedings,
investigations or inquiries, whether at law or in equity and whether or not
before any court, private body or group, governmental department, commission,
board, agency or instrumentality (collectively,
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"Actions"), pending or, to the knowledge of Accel or ANIC, threatened against,
involving or affecting the Acquired Assets (other than claims arising under the
Acquired Policies), whether or not fully or partially covered by insurance, or
which would give rise to any right of indemnification by any Person with respect
to the Acquired Assets, and there are no outstanding orders, writs, injunctions,
awards, sentences or decrees of any court, private body or group, governmental
department, commission, board, agency or instrumentality against, involving or
affecting the Acquired Assets. None of the Actions listed on Schedule 2.8,
individually or in the aggregate, will have a material adverse effect with
respect to the Acquired Assets, and there are no circumstances, nor any events
which have occurred which Accel or ANIC believes will result in an Action
against or affecting the Acquired Assets, other than claims filed under the
Acquired Policies in the ordinary course of business.
2.9 Employee Relations. An accurate listing of all of the
employees engaged in the operation of ANIC's warranty book of business, together
with their respective compensation and accrued vacation time, has previously
been delivered by ANIC to Xxxxxx, all of which employees are employed under oral
contracts terminable at will. ANIC has not at any time during the last five
years had, nor to the knowledge of Accel and ANIC is there now threatened, a
strike, picket, work stoppage, work slowdown, or other material labor dispute,
and Accel and ANIC have no knowledge of the threatened resignation of any
employee engaged in conducting or operating ANIC's warranty book of business.
2.10 No Brokers. Neither Accel nor ANIC has employed any
broker or finder or incurred any liability for any brokerage fees, commissions
or finders' fees in
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connection with the transactions contemplated hereby for which Xxxxxx may be
responsible.
2.11 Assets Necessary to Conduct Business. In Accel and ANIC's best
judgment, neither Accel or ANIC has any reason to believe that following
consummation of the transactions contemplated by this Agreement and the
concurrent consummation of the transactions contemplated by the Stock
Acquisition Agreement of even date herewith between Xxxxxx Insurance Group,
Inc., Xxxxxx Life Insurance Company and Accel (the "Stock Acquisition
Agreement"), the Acquired Assets, together with the assets then owned by the
Target Corporations (as defined in the Stock Acquisition Agreement) will not
constitute all material assets and properties (other than employees) necessary
for Xxxxxx to conduct, consistent with prior practices, the warranty book of
business conducted by ANIC prior to consummation of this Agreement, and also,
all the material assets necessary for ANIC, Dublin and ANSC to conduct their
respective businesses, consistent with prior practices.
2.12 Policies of Insurance. Accel and ANIC have no reason to
believe that the Acquired Policies will be terminated before their stated
expiration dates, except in the ordinary course, consistent with prior
practices, or will not be renewed in the ordinary course upon their expiration,
consistent with prior practices.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF XXXXXX
Xxxxxx represents and warrants to Accel and ANIC that:
3.1 Organization. Xxxxxx is a corporation duly organized,
validly existing and in good standing under the laws of the State of Missouri
with full power and authority to own, lease and operate its properties and to
carry on its business as now conducted.
3.2 Authority. The execution and delivery of this Agreement by
Xxxxxx and the consummation of the transactions contemplated hereby have been
authorized and approved by all requisite corporate action and this Agreement and
all instruments being delivered by Xxxxxx hereunder represent the legal, valid
and binding agreements of Xxxxxx enforceable against it in accordance with their
respect terms.
3.3 No Breach. The authorization, execution, delivery and
performance of this Agreement by Xxxxxx will not violate any provision of its
certificate of incorporation or by-laws or any agreement to which it is a party.
ARTICLE IV
DELIVERIES
4.1 Closing. The Closing shall take place effective as of
December 31, 1997, as long as the Ohio Department of Insurance has approved the
transactions contemplated by this Agreement, at such time and place as shall be
agreed upon between the parties. The Closing shall occur concurrently with, and
shall be conditional upon, the closing of the transactions contemplated by the
Stock Acquisition Agreement.
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4.2 Deliveries to Buyer at Closing. At the Closing, ANIC shall
deliver to Xxxxxx:
(a) A warranty xxxx of sale conveying, assigning and
transferring to Xxxxxx the Acquired Assets, executed by ANIC.
(b) A copy of the consent of the Ohio Department of
Insurance with respect to the Reinsurance Agreements or
evidence of the expiration of the applicable xxxxxx period.
(c) An executed copy of each Reinsurance Agreement.
(d) An officer's certificate executed by the
President of Accel and the Chief Financial Officer of ANIC
certifying that the representations and warranties contained
in Article II are true and correct in all material respects on
the Closing Date as if made on such date.
(e) A list of the Acquired Policies on a computer
disk containing the same.
4.3 Deliveries by Xxxxxx at Closing. At the Closing, Xxxxxx
shall deliver the following to ANIC:
(a) The sum of $10,300,000 by wire transfer of
federal funds or certified or official bank check payable to
the order of ANIC.
(b) An executed copy of each Reinsurance Agreement.
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ARTICLE V
ADDITIONAL AGREEMENTS
5.1 Restrictive Covenant. In order to insure to Xxxxxx the
benefits of its purchase of the Acquired Assets, including the goodwill of the
Acquired Assets, Accel and ANIC each hereby agree that through the third
anniversary of the Closing Date, Accel and ANIC each will not, without the prior
written consent of Xxxxxx, directly or indirectly, sell, underwrite, place or
write warranty insurance policies or solicit, accept or place for itself and/or
any other entity, any warranty insurance business from existing customers of
ANIC, provided, however, that nothing herein shall prohibit Accel and ANIC from
owning not more than 1% of the stock or other securities of any such
corporation, which securities are publicly traded over-the-counter or on a
national securities exchange, provided neither Accel nor ANIC directly or
indirectly renders any services or engage in any activities of any kind for or
on behalf of the issuer of such securities or any affiliate thereof. Xxxxxx may
proceed against both Accel and ANIC for breach of this covenant by injunction in
addition to any other claim for relief Xxxxxx may have in law or in equity.
5.2 Use of Name and Forms. ANIC hereby grants Xxxxxx full
right and authority to utilize ANIC's forms and to place contractual liability
insurance policies in connection with extended service contracts in the name of
ANIC in each of the states in which ANIC is currently licensed to do business
for a maximum period of eighteen (18) months from the Closing Date ("New
Business"). All New Business written by Xxxxxx utilizing ANIC's forms or issued
in ANIC's name shall be automatically reinsured by Xxxxxx under the Reinsurance
Agreements, and Xxxxxx shall indemnify ANIC and hold ANIC
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harmless from and against all liability, however arising, under the New Business
written by Xxxxxx on ANIC's forms or issued in ANIC's name and Xxxxxx shall
retain all premiums related thereto, except as provided by the applicable
Reinsurance Agreement. ANIC will assist Xxxxxx in the filing of policy forms,
rates and other regulatory matters, as reasonably requested by Xxxxxx.
5.3 Ordinary Course. During the period from the date of this
Agreement and continuing until the Closing Date, ANIC shall carry on its
warranty insurance business in the usual, regular and ordinary course consistent
with prior practices, including, without limitation, the continued writing of
warranty insurance policies, the collection of premiums therefor, and the
continued payment of claims for losses on outstanding warranty insurance
policies.
5.4 Post-Closing Litigation Assistance. ANIC will provide
Xxxxxx with reasonable assistance in litigating claims arising under any
Acquired Policies after the Closing. Such assistance may consist of, without
limitation, access to ANIC's books and records and/or personnel. Xxxxxx shall
provide reasonable compensation to ANIC if any ANIC personnel are required to
give depositions or testify in court in relation thereto.
5.5 Cost Guard Service Contract System. Accel will cause ANIC
to complete the following tasks, at ANIC's expense, for the Cost Guard Service
Contract System: (i) the resolution of all "Year 2000" issues, (ii) system clean
up, (iii) construction of a redesigned rate system module and a laser check
system module and (iv) an on-line claims update. Such work shall be completed
prior to May 1, 1998. Any costs incurred by Xxxxxx in causing such work to be
completed after May 1, 1998 shall be reimbursed by
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Accel within fifteen (15) days of Lyndon's invoice therefor, and shall not be
limited by the "indemnity basket" described in Section 7.1.
5.6 Stop-Loss Reinsurance. Accel will cause ANIC to maintain
in force ANIC's current stop-loss reinsurance program, at Lyndon's expense,
until otherwise advised by Xxxxxx.
5.7 Tax Matters. The parties are in agreement that the Assets
do not constitute a "trade or business" within the meaning of Internal Revenue
Code Section 1060. Nevertheless, the parties acknowledge the possibility that
the Internal Revenue Service may take a contrary position and require Xxxxxx and
Accel to prepare and file a Form 8594 with the IRS. In such event, the parties
agree that they will cooperate in determining the allocation of the Purchase
Price to the various acquired Assets and will utilize such agreed-upon asset
values in filing their respective federal tax returns.
ARTICLE VI
SURVIVAL
6.1 Survival. All representations and warranties made in this
Agreement and in any schedule, certificate or instrument delivered in connection
with the Agreement, shall survive the delivery of this Agreement for a period of
two years after the date hereof, except, however, that (i) claims based on fraud
or willful misrepresentation may be asserted at any time within one year after
the party learns of such fraud or willful misrepresentation and (ii) any
representation or warranty in respect of which indemnity may be sought under
Article VII that would otherwise terminate two years after the date hereof shall
survive the second anniversary of the date hereof if notice, given in good
faith, of the specific
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inaccuracy or breach thereof giving rise to such indemnity shall have been given
to the party against whom such indemnity may be sought prior to the second
anniversary of the date hereof.
ARTICLE VII
INDEMNIFICATION
7.1 Indemnification.
(a) Accel and ANIC each hereby agree to indemnify
defend and hold harmless Xxxxxx, its officers, directors, employees and agents
from and against all losses, fines, civil penalties, judgments, claims, damages,
liabilities or expenses (including reasonable attorneys' fees) of every kind
imposed upon, incurred or paid by Xxxxxx by reason of the breach by Accel or
ANIC of any representation and warranty made by Accel or ANIC in this Agreement
or, except as otherwise provided in the Reinsurance Agreements, any losses under
the Acquired Policies, in excess of $100,000 in the aggregate (including any
such damages incurred by Xxxxxx under the Stock Acquisition Agreement);
provided, however, that notwithstanding any provision of this Agreement to the
contrary, the aggregate indemnification obligations and liability of Accel and
ANIC under this Section 7.1 and under Section 11.1(a)(i) of the Stock
Acquisition Agreement shall in no event exceed $8 million, and Accel and ANIC
shall have no obligation whatsoever to further indemnify Xxxxxx, its affiliates
or any other Person after and in the event that Accel and ANIC on a combined
16
basis have paid a total of $8 million to Xxxxxx or any other Person pursuant to
this Section 7.1 and/or Section 11.1(a)(i) of the Stock Acquisition Agreement.
(b) Xxxxxx hereby agrees to indemnify, defend and
hold harmless Accel and ANIC from and against all losses, fines, civil
penalties, judgments, claims, damages, liabilities or expenses (including
reasonable attorneys' fees) of every kind imposed upon, incurred or paid by
Accel and ANIC by reason of (i) the breach by Xxxxxx of any representation and
warranty made by it in this Agreement or (ii) any claims made against ANIC
relating to the Acquired Policies or the New Business other than for losses
under the Acquired Policies (except as otherwise provided in the Reinsurance
Agreements) or arising out of or relating in any way to the conduct of the
warranty book of business being acquired by Xxxxxx on and after the Closing Date
hereof; provided, however, that the aggregate indemnification obligations and
liability of Xxxxxx to Accel for damages under this Section 7.1 and under
Section 11.1(b) of the Stock Acquisition Agreement shall in no event exceed $8
million.
(c) Each party hereto shall promptly notify the other
party in writing of any claim made on such party by any third party in respect
of a liability, obligation or other matter which is the subject of the foregoing
indemnity agreement, and the party obligated hereunder to indemnify the party
giving such notice shall have, at its election, the right to compromise or
defend any such claim through counsel of its choosing.
(d) Claims for indemnification under this Article VII
(other than with respect to a breach of the representations or warranties
contained in Section 2.4) must be
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asserted prior to the second anniversary of the date hereof, except as otherwise
provided in clauses (i) and (ii) of Section 6.1.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Amendment and Modification. This Agreement may be amended,
modified and supplemented only by a writing signed by Xxxxxx, Accel and ANIC.
8.2 Waiver of Compliance. Any failure of Xxxxxx or Accel or
ANIC to comply with any obligation, covenant, agreement or condition herein
contained may be expressly waived, in writing only, by (i) Xxxxxx in the case of
any failure of ANIC or Accel (ii) Accel, in the case of any failure of Xxxxxx.
Such waiver shall be effective only in the specific instance and for the
specific purpose for which made or given.
8.3 Expenses. Each party will pay its own expenses incurred in
connection with this Agreement or any auction contemplated by this Agreement.
The foregoing shall not be construed as limiting any other rights which any
party may have as a result of misrepresentation of or breach by any other party.
8.4 Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand or when mailed by
certified or registered mail (return receipt requested), postage prepaid, or
when delivered by fax (evidenced by confirmation of successful transmission), as
follows:
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A. If to Xxxxxx:
Xxxxxx Property Insurance Company
000 Xxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Fax # (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxx, President
With a copy to:
Xxxxxxx Xxxxxx & Green, P.C.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Fax # (000) 000-0000
Attn: Xxxxxx Xxxxxx, Esq.
or to such other person or place as Xxxxxx shall designate by notice in manner
provided in this Section 8.4;
B. If to Accel and ANIC:
Accel International Corporation
00000 XX Xxxxxxx, Xxxxx 000
X.X. Xxx 0000
Xxxxxxxx, Xxxxx 00000-0000
Attn: Xxxxxx X. Xxxxxxxxx
With a copies to:
Accel International Corporation
000 Xxxxx Xxxxx Xxxxx
Xxxxxx, Xxxx 00000
Fax # (000) 000-0000
Attn: Xxxxxxxx X. Xxxxxxxxx, Esq.
and
Squire, Xxxxxxx & Xxxxxxx, LLP
1300 Huntington Center
00 Xxxxx Xxxx Xxxxxx
Fax # (000) 000-0000
Attn: Xxxx X. Summer, Esq.
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or to such other person as Accel or ANIC shall designate by notice in the manner
provided in this Section 8.4.
8.5 Assignment. This Agreement shall be binding upon and inure
to the benefit of Xxxxxx, Accel and ANIC and their respective successors and
assigns, but neither this Agreement nor any of the rights, interests and
obligations hereunder shall be assigned by Xxxxxx or Accel or ANIC without the
prior written consent of the other parties.
8.6 Third Parties. This Agreement is not intended to and shall
not be construed to give any person other than the parties hereto any interest
or rights (including, without limitation, any third party beneficiary rights)
with respect to or in connection with any agreement or provision contained
herein or contemplated hereby.
8.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws.
8.8 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
8.9 Headings. The headings of the sections, schedules and
articles of this Agreement are inserted for the sake of convenience only and
shall not constitute a part hereof.
8.10 Entire Agreement. This Agreement, including the schedules
and exhibits, contains the entire understanding of the parties in respect of the
subject matter
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contained herein and therein and there are no other terms or conditions,
representations or warranties, written or oral, express or implied, except as
set forth herein.
8.11 Further Assurances. Accel and ANIC each agree to execute
and deliver such documents, instruments or certificates as Xxxxxx may reasonably
request from time to time in order to vest in Xxxxxx title to the Acquired
Assets.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed on the date first above written.
XXXXXX PROPERTY INSURANCE COMPANY
By:
______________________________________
Xxxxx X. Xxxxx, Authorized Signatory
ACCEL INTERNATIONAL CORPORATION
By:
______________________________________
Xxxxxx X. Xxxxxxxxx, President
ACCELERATION NATIONAL
INSURANCE COMPANY
By:
______________________________________
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