Exhibit 99(b)
ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN FOLKSAM INTERNATIONAL
INSURANCE COMPANY LTD. (PUBL)
FOLKSAM MUTUAL GENERAL INSURANCE COMPANY
AND
FUND AMERICAN MANAGEMENT COMPANY (EACH A "PARTY" AND, COLLECTIVELY,
THE "PARTIES") DATED AS OF DECEMBER 4, 2001
EXHIBIT A
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT (THIS "AGREEMENT") DATED AS OF DECEMBER 4, 2001, IS MADE
BY AND BETWEEN FOLKSAM INTERNATIONAL INSURANCE COMPANY LTD. (PUBL) ("FOLKSAM"),
REG. NO 502006-1650 A STOCK INSURANCE COMPANY ORGANIZED AND EXISTING UNDER THE
LAWS OF SWEDEN, FOLKSAM MUTUAL GENERAL INSURANCE COMPANY, REG. NO. 502006-1619,
AN INSURANCE COMPANY ORGANIZED UNDER THE LAWS OF SWEDEN AND THE OWNER OF ALL THE
ISSUED AND OUTSTANDING STOCK OF FOLKSAM ("FOLKSAM GENERAL") AND FUND AMERICAN
MANAGEMENT COMPANY LTD, ("FUND"), A COMPANY ORGANIZED AND EXISTING UNDER THE
LAWS OF BERMUDA.
RECITALS:
WHEREAS, FOLKSAM WILL TRANSFER A PORTION OF ITS ASSUMED REINSURANCE
BUSINESS TO FUND PURSUANT TO THE TERMS AND CONDITIONS OF AN ASSET PURCHASE
AGREEMENT AND A TRANSFER AND ASSUMPTION AGREEMENT; AND
WHEREAS, FOLKSAM DESIRES FUND TO PERFORM ADMINISTRATIVE FUNCTIONS ON
BEHALF OF FOLKSAM FROM AND AFTER THE DATE HEREOF WITH RESPECT TO THE RETAINED
BUSINESS (AS DEFINED HEREIN); AND NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:
Article I DEFINITIONS
SECTION 1.01 DEFINITIONS
Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Transfer and Assumption Agreement or Asset
Purchase Agreement (jointly the "Purchase Agreements"), as applicable (in the
event of any conflict between this Agreement and the Purchase Agreements, the
definitions set forth in this Agreement shall prevail). As used in this
Agreement the following terms shall have the following meanings:
"CLAIMANTS" has the meaning set forth in Section 2.03 hereof.
"LICENSES" has the meaning set forth in Section 8.02 hereof.
"LOSS FUND ACCOUNT" has the meaning set forth in Section 9.01 hereof.
"RETAINED BUSINESS" means the assumed reinsurance business of Folksam which
has not been transferred to Fund pursuant to the Transfer and Assumption
Agreement, excluding the UK operations of Folksam.
"RETAINED BUSINESS FEE" has the meaning set forth in Section 10.01 hereof.
"RUN-OFF SERVICES" has the meaning set forth in Section 2.01 hereof.
"SERVICES" means, collectively, the Run-Off Services.
"TERMINATION EVENT" means any event set forth in Section 12.02 hereof.
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"THIRD PARTY REINSURANCE" means all reinsurance and retrocession
agreements between Folksam (as Cedant) and third party reinsurers
(as reinsurer or retrocessionaire) inuring to the benefit of the
Retained Business.
Article II APPOINTMENT
SECTION 2.01 APPOINTMENT OF FUND
Folksam and Folksam General hereby appoint Fund to provide services
with respect to the Retained Business and all Third Party Reinsurance, the
administrative services specified in Articles III, IV, V, VI and VII of this
Agreement for the discharge by Fund of its obligations hereunder for the period
specified in Section 12.01 hereof on the terms and conditions set forth in this
Agreement (such services hereinafter referred to as the "Run-Off Services").
SECTION 2.02 ACCEPTANCE OF APPOINTMENT
Fund hereby accepts the appointment to perform the Run-Off
Services and agrees to maintain during the term of this Agreement sufficient
resources and personnel in order to provide the Run-Off Services under this
Agreement PROVIDED however, the requirements of this sentence shall not prevent
Fund from subcontracting or otherwise delegating to any other person its
obligations hereunder.
SECTION 2.03 NOTICE OF APPOINTMENT
Folksam shall prepare and send, at its own expense, written notice
of its appointment pursuant to Section 2.01 to all Cedants or Third Party
Reinsurers and any person who, after the Closing Date, submits a claim under the
Retained Business ("Claimants"). Such notice shall specify that Fund has been
appointed by Folksam to provide services with respect to such Contracts and that
all premiums, claims and reports should be remitted as directed by Fund.
Article III RUN-OFF SERVICES
SECTION 3.01 SPECIFIC SERVICES.
Fund shall render the following services with respect to the
Retained Business and, subject to the limitations set forth in Section 6.01,
shall have the rights and discretion set forth or implied in rendering the
services referred to below, the exercise of which shall be binding on Folksam:
- billing, collection and payment of any and all premiums of whatever
nature and administration of returns and refunds and adjustments;
payment of commissions and other deductions;
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- contract administration, including the agreement of wordings,
signing of addenda, endorsements and amendments; giving of
preliminary notice of cancellation or other appropriate action
under any Retained Business;
- termination, cancellation and commutation of the Retained Business;
- claims handling and administration as specified in Article IV;
- pursuit of subrogation, salvage and inuring reinsurance and other
recoveries and participating in any scheme to minimize and/or avert
loss;
- reporting as specified in Article VII;
- appointment of adjusters, lawyers or experts or any other person
who may be required to act as an agent or representative of Folksam
in the ordinary course of business with respect to administration
and management of the Retained Business (subject to the limitations
specified in Articles IV and VI);
- defense and pursuit of legal, arbitration and alternative dispute
resolution procedures and proceedings as specified in Article IV;
- maintenance and provision of access to records as specified in
Article VII;
- administrative and/or technical support in conjunction with all of
the above.
SECTION 3.02 OTHER SERVICES.
Fund shall also provide any other services as shall be reasonably
required by Folksam from time to time, but only upon mutually agreed terms.
Article IV CLAIMS; GENERAL ADMINISTRATION
SECTION 4.01 PROCESSING AND PAYMENT OF CLAIMS UNDER RETAINED
BUSINESS
Unless otherwise agreed during the course of this Agreement, Fund
shall only provide the following services set forth below with respect to claims
made under the Retained Business:
(1) receive notice of, create and maintain files on, review all
claims and loss reports, process all payments and administer all claims handling
activities;
(a) evaluate claims and pay claims or deny claims in full or
in part.
(b) arrange for the defense when appropriate under the
circumstances under the Retained Business and assume or
associate in the defense of an insured or reinsured where
desirable;
(c) maintain claims files with respect to all claims; and
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(d) provide and perform such other claims or claims related
services which are in the scope of this Agreement.
SECTION 4.02 PAYMENT AND DEFENSE OF CLAIMS
Folksam agrees that it shall bear all expense and make payments
from its own funds with respect to claims related to Retained Business and shall
pay any and all expenses related to the defense of any insured or reinsured with
respect to such claims.
Article V THIRD PARTY REINSURANCE
SECTION 5.01 THIRD PARTY REINSURANCE
(a) Fund shall administer on behalf and in the name of Folksam
all reinsurance cessions with respect to those reinsurance agreements
constituting the Third Party Reinsurance. Such administration shall include,
without limitation, preparation and submission of all notices and reports
required to be prepared and submitted to the reinsurers under such agreements,
payment of reinsurance premiums and all other amounts due to such reinsurers,
collection of loss recoveries, return premiums, ceding commissions and all other
amounts due from such reinsurers and the exercise of any and all rights of
Folksam and the performance of each and every obligation of Folksam under such
reinsurance agreements, including authority to negotiate, draw upon or make
withdrawals from any letter of credit, trust account or other collateral or
security established or pledged for the benefit of Folksam with respect to Third
Party Reinsurance.
(b) To the extent necessary to cause any Third Party
Reinsurers to pay reinsurance recoveries or otherwise enforce Folksam's rights.
Folksam hereby nominates, constitutes and appoints Fund as attorney-in-fact with
full power and authority to act for and on behalf of Folksam with respect to
causing payment or otherwise enforcing the Third Party Reinsurance. Folksam
shall execute and deliver to Fund such additional instruments as Fund may
reasonably request to evidence such appointment as attorney-in-fact. Fund shall
have exclusive authority to cause such payment of reinsurance recoveries or
enforcement of the Third Party Reinsurance.
SECTION 5.02 MAINTENANCE/COMMUTATION OF THIRD PARTY REINSURANCE
Fund shall be authorized to agree to and to take such actions on
behalf and in the name of Folksam as Fund deems necessary and shall be
authorized to commute any Third Party Reinsurance on such terms and conditions
as it shall deem appropriate in its sole discretion.
SECTION 5.03 PAYMENT AND DEFENSE OF LITIGATION OR ARBITRATION
Folksam agrees that it shall bear all expense and make payments
from its own funds with respect to any arbitration or litigation proceeding
arising under or relating to any Third Party Reinsurance.
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Article VI CO-PARTICIPATION
SECTION 6.01 PARTICIPATION BY FOLKSAM
(a) Notwithstanding any provision in this Agreement, Folksam
and Folksam General shall have the right to participate in and direct the
handling and management of claims and any litigation arising from or related to
the Retained Business or the Third Party Reinsurance. Such participation shall
include the right to make final and binding determinations as to: (1) asserting
or foregoing a defense to coverage, (2) accepting or rejecting a settlement
offer, (3) making a settlement offer or offer to commute, (4) initiating or
continuing suit or arbitration proceedings, (5) the selection of counsel or (6)
the exercise of a right to take any of the actions specified in (1) through (5)
above.
(b) Provided however, notwithstanding the provisions of the
foregoing paragraph (a) above, Fund shall have the authority to independently
settle and pay any claim(s) arising from or related to the Retained Business or
the Third Party Reinsurance in an amount, exclusive of litigation or
administration expenses, of up to US $250,000. Fund shall notify and seek
authority from Folksam for claim(s) in excess of such amount.
Article VII BOOKS, RECORDS and FINANCIAL INFORMATION
SECTION 7.01 ACCOUNTING AND REPORTING.
(a) During the term of this Agreement, Fund shall prepare and
deliver to Folksam and Folksam General within 20 (twenty) Business Days
following the end of each calendar quarter, financial information with respect
to the underwriting results of the Retained Business or Third Party Reinsurance.
The underwriting information prepared by Fund shall be in a form reasonably
satisfactory to the Parties and consistent with industry requirements necessary
to support Folksam's preparation and filing of the statutory, regulatory, and
tax filings required to be filed by Folksam. Such financial information shall be
reviewed by Folksam and Folksam General within 5 (five) Business Days. Folksam
shall advise Fund of any additional information which is required by Folksam in
order to permit Folksam's accountants to prepare and file any statutory,
regulatory or tax filings. PROVIDED, HOWEVER, that in the event that Fund is
unable to provide or timely provide such information due to reasons beyond its
control (or due to the existence of system failures beyond its control), Fund
shall use commercially reasonable efforts, at Folksam's expense, to promptly
provide such information to the Parties and the Parties hereto shall work
together to reach a mutually acceptable arrangement for the Parties to receive
such information.
(b) Fund shall further prepare and deliver all other reports
or information as the Parties reasonably agree, PROVIDED, HOWEVER, with respect
to reports or information which is not normally prepared in the ordinary course
of the Business as was being conducted prior to the Closing Date, Folksam shall
reimburse Fund for costs incurred for preparing such reports or information,
including but not limited to the allocable share of the salaries of employees
and normal business overhead costs directly related to such reports and
information being provided under this subsection.
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SECTION 7.02 MAINTENANCE OF BOOKS AND RECORDS AND FACILITIES.
During the term of this Agreement, Fund shall maintain all books
and records for all transactions pertaining to the Retained Business and Third
Party Reinsurance, including, but not limited to, any claims submitted and any
documents relating thereto, any communications among or between the parties or
intermediaries and any and all communications with Third Party Reinsurers and
all data and information used in the performance of this Agreement. Fund shall
be entitled to exclusive possession, custody and use of such books and records
and claim files, PROVIDED, HOWEVER, that all such books and records relating to
this Agreement shall be the property of Folksam.
(a) Fund shall back-up all of its computer files used in the
performance of the services under this Agreement on a weekly basis and shall
maintain back-up files in an off-site location at the expense of Folksam.
(b) Folksam shall, at its own expense, during the term of this
Agreement, maintain Facilities to accomplish the purposes of this Agreement.
Such Facilities shall be comparable to those Facilities maintained by Folksam
prior to the Closing. The term "Facilities" shall mean any and all real estate
leases, systems and equipment necessary for Fund to perform the services
provided for herein.
(c) INSPECTION. Folksam and Fund, as the case may be, and their
designated representatives may, during normal business hours and at any other
time on reasonable notice, review, inspect, examine and reproduce any and all
books, records and information pertaining to any matter or dispute arising under
or relating to this Agreement. This Section shall survive termination of this
Agreement.
Article VIII COVENANTS
SECTION 8.01
(a) Folksam shall invest the investment portfolio of the company
consistent with standards established by its Board of Directors in consultation
with Fund which standards shall provide for the liquidity necessary to fund the
Loss Fund Accounts provided for in Article IX.
(b) Folksam General shall not enter into any "change of control"
transaction during a period of one year after the effective date of this
Agreement (the "First Term") with respect to Folksam without the prior written
consent of Fund. The term "Change of Control" shall mean the sale of more than
9.9% of any equity securities of Folksam. Furthermore, neither Folksam General
nor Folksam shall during the First Term merge, consolidate, dissolve or
otherwise liquidate any of Folksam's assets without Fund's prior written
consent.
During the remaining term of this Agreement (the "Second Term") (i) Folksam
General shall not enter into any transaction relating to its ownership in
Folksam and (ii) neither Folksam General nor Folksam shall merge, consolidate,
dissolve or otherwise liquidate any of Folksam's assets, resulting in Folksam
General not being in control of the management of the
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affairs of Folksam after the conclusion of such a transaction, without Fund's
prior written consent (such consent not to be unreasonably withheld).
Nothing in this sub-section (b) shall prohibit Folksam to dispose of its
subsidiaries in England or the assets attributable to its London branch,
however, only provided that such disposition does not in any way prejudice
Fund's rights or obligations under this Agreement. Folksam and Folksam General
shall give Fund reasonable advance notice of such proposed disposition, together
with reasonable details about the financial implications for Folksam of such a
transaction.
(c) Folksam shall not adopt any plan to liquidate or dissolve, or
undertake any proceeding which affects Folksam's or Fund's ability to perform
this Agreement, including, but not limited to, any voluntary insolvency or
rehabilitation proceedings, except as required by law on the basis of advice of
outside counsel
SECTION 8.02 MAINTENANCE OF LICENSES
(a) Folksam hereby covenants that it shall at all times during the
term of this Agreement maintain in full force and effect all such consents,
approvals, licenses, permits, registrations, qualifications and other
authorizations necessary under applicable insurance laws, regulations and rules
(collectively, "Licenses") to allow Fund to perform the Services.
(b) Fund hereby covenants that it shall at all times during the
term of this Agreement maintain in full force and effect all Licenses necessary
for Fund to perform the Services necessary under this Agreement.
SECTION 8.03 EXCLUSIVITY.
Except as expressly set forth herein, Folksam's authorization of
Fund to take the actions set forth in this Agreement on behalf of Folksam shall
be exclusive and Folksam shall not without the prior written consent of Fund
authorize any other person to act for Folksam with respect to the subject matter
of this Agreement.
Article IX BANKING MATTERS
SECTION 9.01 LOSS FUND ACCOUNTS.
(a) Folksam shall establish and maintain separately identified bank
accounts in USD, GBP, Euro, Swiss Franc and any additional currencies necessary
for the purpose of making all necessary payments with respect to the Retained
Business (the "Loss Fund Accounts"). Folksam shall authorize the officers and
employees of Fund (as designated by Fund) to sign checks, drafts and wire
instructions and any other documents necessary for Fund to pay claims and
administer the Retained Business from the monies deposited in the Loss Fund
Accounts. Folksam shall fund each bank account with an initial deposit to the
Loss Fund Accounts in an amount equal to the average monthly claims payments in
the applicable currency with respect to the Retained Business, such average to
be calculated with reference to the period prior to the date of funding. Claims
payable in currencies other than USD, GBP, Euro or Swiss Franc shall be paid
from an account maintained in USD and, for
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purposes of calculating the funding obligations hereunder, shall be converted
into USD. Fund shall deposit any premiums and reinsurance recoveries into the
Loss Fund Accounts. Notwithstanding the foregoing Folksam shall at all times
provide funds necessary for the timely payment of all obligations arising out of
the Retained Business.
(b) After the initial deposits, Folksam shall provide such funds,
as necessary upon Fund's request, to fund each Loss Fund Account in an amount
equal to the average monthly claims payments calculated with reference to the
period prior to the date of the request for funding.
(c) All interest earned on funds held in the Loss Funds Account
shall be credited to such accounts and applied for the benefit of Folksam to
reduce the funding provided for herein.
Article X COMPENSATION
SECTION 10.01 FEES.
Folksam shall pay Fund a monthly fee (the "Retained Business Fee")
as consideration for the Run-Off Services provided herein with respect to the
Retained Business. The Retained Business Fee shall be the total Cost of the
payroll (including any and all employees benefit costs, social security charges
(SW:Arbetsgivaravgifter) of those employees allocated to the run-off and any and
all related costs for items such as rent and rent related items, computer costs
and supplies, plus a 15 (fifteen) % margin, plus any VAT (SWE:
MERVARDESSKATT)(if applicable).
SECTION 10.02 BANKING EXPENSES.
Folksam shall bear the costs of treasury, banking and other cash
and payment transactions in relation to the Retained Business and the Third
Party Reinsurance.
SECTION 10.03 OTHER EXPENSES. Each Party hereto is responsible for
the expenses of its attorneys, accountants and other professional advisors, and
is responsible for the cost of carrying out its duties under this Agreement,
except as otherwise specified in this Agreement, it being expressly understood
that Folksam shall be responsible for any and all third party expenses related
to the Retained Business or the Third Party Reinsurance.
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Article XI INDEMNIFICATION
SECTION 11.01 INDEMNIFICATION.
(a) INDEMNIFICATION BY FUND. Fund agrees to indemnify, defend
and hold harmless Folksam and its respective officers and directors, employees,
agents, successors and permitted assigns from and against all Losses arising
from any fraud, theft, embezzlement, willful misconduct or grossly negligent
acts committed by its directors, officers, employees or agents of Fund. As used
in this Article XI, "LOSSES" means actual losses, claims, liabilities, fines,
penalties, costs or expenses (including attorneys' fees), excluding punitive,
exemplary damages.
(b) INDEMNIFICATION BY FOLKSAM AND FOLKSAM GENERAL. Folksam
and Folksam General agree, jointly and severally, to indemnify, defend and hold
harmless Fund and its officers and directors, employees, agents, successors and
permitted assigns from and against all Losses, as defined above, due to the
failure by Folksam or Folksam General to perform any of its obligations
whatsoever under this Agreement. For the avoidance of doubt, the undertaking by
Folksam General under this subsection (b) shall also constitute a guarantee by
Folksam General as for its own debt (SWE:SOLIDARISK XXXXXX) FOR the due and
proper fulfillment of all Folksam's payment obligations under this Agreement.
SECTION 11.02 PROCEDURE
Any claim for indemnification under this Article shall be governed
by the indemnification procedures set forth in the Asset Purchase Agreement.
Article XII DURATION; TERMINATION
SECTION 12.01 DURATION
This Agreement shall be effective as of the date hereof and shall
remain in full force and effect for a minimum period of 3 (three) years from the
Closing Date unless otherwise terminated pursuant to Section 12.02.
SECTION 12.02 TERMINATION
This Agreement may be terminated prior to the period specified in
Section12.01 as follows:
(1) By Fund if at any time Folksam or Folksam General breaches the
covenants provided for in Article VIII or if during the Second Term (as defined
in Section 8.01(b)) enters into any transaction relating to Folksam, resulting
in Folksam General not being in control of the management of the affairs of
Folksam (it being agreed that Fund may terminate this Agreement under such
circumstances whether or not its consent was granted and whether or not the
withholding of any consent was reasonable) or Folksam fails to fund the Loss
Fund Accounts as provided for in Article IX, or if Folksam is declared bankrupt,
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placed under receivership or becomes subject to liquidation or suspends its
payments and such breach or failure, as the case may be, is not cured within 20
(twenty) Business Days after written notice to Folksam of such default. Provided
however, notwithstanding the early termination of this Agreement provided for
herein, Fund shall be entitled to a minimum fee as provided for in Section
12.03.
(2) At any time upon the mutual written consent of the Parties
hereto, which shall state the effective date of termination.
(3) Upon a material breach of the terms and conditions of this
Agreement which is specified in writing to the Party and which has not been
cured within 30 (thirty) Business Days of such written notice.
SECTION 12.03 SERVICES CONTINUING AFTER TERMINATION
Notwithstanding termination of this Agreement, Fund shall,
following the effective date of termination, and for a period not to exceed 6
(six) months following such date, provide such services as Folksam may
reasonably request to avoid a disruption or interruption in the administration
of the Retained Business and to effect an orderly transition to one or more
successor service providers. PROVIDED HOWEVER, in consideration of such
continued 6 (six) month service, Folksam shall pay Fund, within 30 (thirty) days
of the effective date of the termination, an additional fee equal to the 12
(twelve) month Retained Business Fee rate provided for in Article X. The Parties
expressly prior acknowledge that such aforementioned fees shall be guaranteed in
any event and are intended to compensate Fund for, among other things, employee
expenses and the costs of finding new Facilities (as defined in Article VII).
XIII GOVERNING LAW AND JURISDICTION
SECTION 13.01 GOVERNING LAW
This Agreement shall be construed in accordance with and governed
by the laws of Sweden, excluding choice of law provisions thereof.
SECTION 13.02 ARBITRATION
Any dispute, controversy or claim arising out of or in connection
with this Agreement, or the breach, termination or invalidity thereof, shall be
settled by arbitration in accordance with the Rules of the Arbitration Institute
of the Stockholm Chamber of Commerce.
1. The place of arbitration shall be Stockholm, Sweden.
2. The language to be used in the arbitral proceedings shall be
English.
3. The arbitral proceedings under this Agreement shall be joined
with any arbitral proceedings between the Parties in relation to any of the
other agreements, entered into between the Parties this day, i.e. the Asset
Purchase Agreement, the Transfer and Assumption Agreement and the Note.
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4. The Parties undertake and agree that all arbitral proceedings
conducted by reference to this Article will be kept strictly confidential, and
all information disclosed in the course of such arbitral proceedings will be
used solely for the purpose of these proceedings.
XIV MISCELLANEOUS
SECTION 14.01 CONFIDENTIALITY
All transactions under this Agreement and all non-public
information received by each Party from the other will be treated as proprietary
information and will be maintained as confidential. Neither Party shall reveal
such confidential information without first obtaining the other Party's consent
unless such disclosure is required by law or by a duly empowered arbitration
panel.
SECTION 14.02 SEVERABILITY
If any term or provision of this Agreement shall be held void,
illegal, or unenforceable, the validity of the remaining portions or provisions
shall not be affected thereby.
SECTION 14.03 NOTICES
All notices and communications hereunder shall be in writing and
shall be deemed to have been received 3 (three) Business Days after mailing, or
if by telecopier or by hand, when received, and if by overnight mail, on the
next day. Any written notice shall be by either certified or registered mail,
return receipt requested, or overnight delivery service (providing for delivery
receipt) or delivered by hand. All notices or communications shall be sent to
the Parties at the following addresses:
IF TO FUND: Fund American Management Company
c/o the Managing Director
Folksam Building
Xxxxxxxxxx 00
Xxxxxxxxx, Xxxxxx S-106 60
Fax No. 000 00 0 000 0000
with a copy under separate cover to:
Folksamerica Reinsurance Company
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Xx.
Telecopier: (000) 000 0000
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IF TO FOLKSAM: Folksam International Insurance Company Ltd. (publ)
Folksam Building
Xxxxxxxxxx 00
Xxxxxxxxx, Xxxxxx S-106 60
Fax No. 000 00 0 000 0000
IF TO FOLKSAM GENERAL Folksam omsesidig sakforsakring
Folksam Building
Xxxxxxxxxx 00
Xxxxxxxxx, Xxxxxx S-106 60
Fax: 000 00 0 000 0000
Delivery of notices and other communications by FAX shall be effective so long
as a confirming copy is mailed to the appropriate address and in the manner set
forth above within 1 (one) Business Day after the FAX transmission.
SECTION 14.04 WAIVERS; AMENDMENTS
This Agreement may be amended, superseded, canceled, renewed or
extended, and the terms hereof may be waived, only by a written instrument
signed by each of the Parties or, in the case of a waiver, by the Party waiving
compliance. No delay on the part of any Party in exercising any right, power or
privilege, nor any single or partial exercise of any such right, power or
privilege, shall preclude any further exercise thereof or the exercise of any
other such right, power or privilege.
SECTION 14.05 SUCCESSOR AND ASSIGNS; BINDING EFFECT
Except as provided for herein, this Agreement may not be assigned
in whole or in part by any of the Parties hereto without the prior written
approval of the other Party (which consent shall not be unreasonably withheld or
unduly delayed) and any attempt to assign this Agreement without such consent
shall be void. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and permitted assigns and
legal representative.
SECTION 14.06 FURTHER ASSURANCES
Each of the Parties hereto shall execute such documents and other
papers and perform such further acts as may be reasonably required to carry out
the provisions of this Agreement.
SECTION 14.07 LIMITED AUTHORITY
Folksam on the one hand, and Fund, on the other, are not partners
or joint venturers, and no employee or agent of either Party shall be considered
an employee or agent of the other. Each Party's authority shall be limited to
that which is expressly stated in this Agreement.
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SECTION 14.08 SURVIVORSHIP
Following the termination of this Agreement, the Parties shall be
or remain obligated under all provisions of this Agreement which by their terms
continue after the termination of this Agreement or are incidental to the
performance of the obligations under such provisions.
SECTION 14.09 HEADINGS
Headings used herein are not a part of this Agreement and shall
not affect the terms hereof.
SECTION 14.10 EXECUTION IN COUNTERPARTS
This Agreement may be executed by the Parties hereto in any number
of counterparts, and by each of the Parties hereto in separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.
---------------
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the date
first above written.
Folksam International Insurance
Company Ltd (publ)
By:
-----------------------------------------
Name:
Title:
Folksam Mutual General Insurance
Company
By:
-----------------------------------------
Name:
Title:
Fund American Management Company
By:
-----------------------------------------
Name:
Title:
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