Exhibit 10.31
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into as of
October 1, 2003, by and among American Physicians Service Group, Inc., a Texas
corporation("Buyer"), and FPIC Insurance Group, Inc., a Florida corporation
("Selling Shareholder"). APS Insurance Services, Inc., a Delaware corporation
("APS") is a signatory to this Agreement for the limited purposes set forth
herein.
RECITALS
WHEREAS, Buyer and First Professionals Insurance Company, Inc. a
Florida insurance company (formerly known as Florida Physicians Insurance
Company, Inc. and hereinafter "First Professionals") entered into that certain
Stock Purchase and Stock Option Agreement dated as of April 1, 1997 (as may have
been subsequently amended, the "Original Purchase Agreement") whereby Buyer sold
to Selling Shareholder 200 shares of Common Stock (the "Shares") of APS; and
WHEREAS, First Professionals assigned its rights and obligations under
the Original Purchase Agreement to the Selling Shareholder by that certain
letter agreement dated May 30, 1997, by and among Buyer, the Selling Shareholder
and First Professionals; and
WHEREAS, Buyer, the Selling Shareholder and APS entered into that
certain Shareholders Agreement dated as of June 30, 1997 (the "Shareholders
Agreement"); and
WHEREAS, First Professionals and American Physicians Insurance Agency,
Inc., a Texas corporation ("APS Agency") entered into that certain Managing
General Agency Agreement dated effective March 27, 1997 (the "MGA Agreement");
and
WHEREAS, First Professionals and American Physicians Insurance Exchange
("APS Exchange") entered into that certain Reinsurance Agreement dated effective
March 27, 1997 (the "Reinsurance Agreement"); and
WHEREAS, First Professionals, APS Exchange and APS Agency entered into
that certain Agreement to Cease Writing Business dated effective June 1, 2002
(the "2002 Agreement"); and
WHEREAS, Buyer now desires to buy from Selling Shareholder, and Selling
Shareholder desires to sell to Buyer, the Shares, which constitute all of
selling Shareholder's equity interests in APS; and
WHEREAS, Buyer, the Selling Shareholder and APS desire to terminate the
Shareholders Agreement, and all rights, obligations and liabilities under the
Original Purchase Agreement; and
WHEREAS, APS Agency and First Professionals desire to continue the
Reinsurance Agreement and the MGA Agreement (as amended by the 2002 Agreement)
subject to the modification by that certain Amendment to Managing General Agency
Agreement attached hereto as Exhibit "A" (the "Modification Agreement") to be
executed and delivered concurrent with the execution of this Agreement, between
Selling Shareholder and APS.
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In consideration of the mutual promises, representations, warranties,
covenants, and conditions set forth in this Agreement the parties to this
Agreement agree as follows:
1. OWNERSHIP AND SALE OF SHARES.
1.1 OWNERSHIP OF SHARES. The Selling Shareholder owns the Shares which
constitute 100% of the APS capital stock owned by Selling Shareholder.
1.2 SALE OF SHARES. Subject to the terms and conditions hereof, on the
Closing Date the Selling Shareholder shall sell and transfer to Buyer,
and Buyer shall purchase from the Selling Shareholder, the Shares for a
total purchase price of TWO MILLION FIFTY THOUSAND AND NO/100 DOLLARS
($2,050,000).
1.3 PAYMENT FOR SHARES. The purchase price for the Shares shall be paid in
cash at Closing.
2. CLOSING; DELIVERY.
2.1 Closing. The Closing of the purchase and sale of the Shares (the
"Closing") shall be held at the offices of APS within five business
days after the satisfaction or waiver of the conditions set forth in
Sections 8 and 9 or at such other time and place as is mutually agreed
upon by the parties (the "CLOSING DATE").
2.2 Delivery. At the Closing, the Selling Shareholder shall deliver to
Buyer a duly endorsed certificate representing the Shares being sold,
together with a properly executed stock power in form and substance
reasonably acceptable to Buyer, against Buyer's delivery of the
consideration described in Section 1.2 above.
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3. OTHER AGREEMENTS.
3.1 Termination of Shareholders Agreement and Original Purchase Agreement.
Buyer, the Selling Shareholder, and APS hereby agree that (i) the
Shareholders Agreement and Original Purchase Agreement are for all
purposes terminated, (ii) no party shall have any obligations under the
Shareholders Agreement or Original Purchase Agreement, and (iii) no
party shall have any rights under the Shareholders Agreement or
Original Purchase Agreement or arising in connection therewith,
including but not limited to any rights with respect to any option to
purchase additional shares of APS stock or to receive any dividends or
distributions of any kind.
3.2 Survival of Other Agreements. The parties hereto acknowledge and agree
that the 2002 Agreement, the Reinsurance Agreement and the MGA
Agreement, as modified by the 2002 Agreement and as further modified by
the Modification Agreement to be executed and delivered at the Closing,
will survive this Purchase Agreement and continue to be binding and
enforceable according to their respective terms, as so modified.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER. The Selling
Shareholder hereby represents and warrants to the Buyer as follows:
4.1 Organization and Good Standing. The Selling Shareholder and First
Professionals are corporations, duly organized, validly existing and in
good standing under the laws of the State of Florida. The Selling
Shareholder has all requisite corporate power and authority and holds
all licenses, permits, and other required authorizations from
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governmental authorities necessary to conduct its business and
consummate the transaction contemplated by this Agreement. First
Professionals has all requisite corporate power and authority and holds
all licenses, permits, and other required authorizations from
governmental authorities necessary to conduct its business and
consummate the transaction contemplated by the Modification Agreement.
4.2 Corporate Power. The Selling Shareholder has all requisite legal and
corporate power and authority to enter into this Agreement and on the
Closing Date the Selling Shareholder will have all requisite legal and
corporate power and authority to sell the Shares and to carry out and
perform its obligations under this Agreement. First Professionals has
all requisite legal and corporate power and authority to enter into the
Modification Agreement and on the Closing Date First Professionals will
have all requisite legal and corporate power and authority to carry out
and perform its obligations under the Modification Agreement.
4.3 Ownership of the Shares. The Selling Shareholder is and, at the Closing
will be, the sole beneficial owner of the Shares free of any liens,
claims or encumbrances. Other than the Shares, the Selling Shareholder
does not own any shares or rights to receive shares, of capital stock
of, or other equity, membership, partnership or ownership interest in,
APS or any parent, subsidiary or affiliate (collectively, the "APS
Parties" and individually, an "APS Party") of APS, including, without
limitation, any options, warrants, convertible instruments or other
rights whatsoever to acquire or receive any additional capital stock,
of any class, of, or other equity, membership, partnership or ownership
interest in, or dividends or distributions from, any APS Party. The
Selling Shareholder has not assigned any of its rights under the
Original Purchase Agreement.
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4.4 Authorization. The making and performance by the Selling Shareholder of
this Agreement has been duly authorized by all necessary corporate
action and will not violate any law, rule, regulation, order, writ,
judgment, decree, determination or award presently in effect having
applicability to the Selling Shareholder or any provision of the
Selling Shareholder's Certificate of Incorporation, as amended, or
Bylaws, as amended, or result in a breach of or constitute a default
under any indenture, bank loan, credit agreement or other agreement or
instrument to which the Selling Shareholder is presently a party or by
which the Selling Shareholder or its property is presently bound or
affected. This Agreement constitutes the valid and legally binding
obligation of the Selling Shareholder enforceable in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, or other
laws of general application affecting the rights and remedies of
creditors.
The making and performance by First Professionals of the Modification
Agreement has been duly authorized by all necessary corporate action
and will not violate any law, rule, regulation, order, writ, judgment,
decree, determination or award presently in effect having applicability
to First Professionals or any provision of First Professionals'
Certificate of Incorporation, as amended, or Bylaws, as amended, or
result in a breach of or constitute a default under any indenture, bank
loan, credit agreement or other agreement or instrument to which First
Professionals is presently a party or by which First Professionals or
its property is presently bound or affected. The Modification Agreement
constitutes the valid and legally binding obligation of First
Professionals enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, or other laws of general
application affecting the rights and remedies of creditors.
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4.5 Private Placement. To the best of Selling Shareholder's knowledge,
based on the representations, warranties and agreements of Buyer
contained herein (i) the offering of the Shares qualifies as a private
placement and/or exempt transaction under all applicable securities
laws, and (ii) no registration is required under any applicable
securities laws with respect to such offering, and any filings required
to be made have been, or will on a timely basis be, duly made.
4.6 Brokerage. No person is entitled, directly or indirectly, to
compensation as a broker or finder, in connection with the sale and
purchase of the Shares as contemplated by this Agreement. Except for
any obligations agreed to in writing by the Buyer, the Selling
Shareholder agrees to indemnify and hold the Buyer and its agents and
representatives harmless against and in respect of any claims, damages,
suits, obligations, liabilities, or expenses (including, without
limitation, reasonable attorneys' fees and expenses) arising out of or
relating to the assertion of any brokerage or finder's fee or other
commission based on actions by the Selling Shareholder relative to this
Agreement or the transactions contemplated thereby.
4.7 Misleading Statements. No representation or warranty by the Selling
Shareholder in this Agreement or in any written statement or
certificate furnished by the Selling Shareholder to the Buyer pursuant
to this Agreement or in connection with the transactions contemplated
by this Agreement, or in any related agreements, separately or when
taken together, contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary
to make the statements made not misleading.
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5. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby represents and
warrants to the Selling Shareholder as follows:
5.1 Organization and Good Standing. The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Texas. The Buyer has all requisite power and authority, and
holds all licenses, permits, and other required authorizations from
governmental authorities, necessary to conduct its business and
consummate the transactions contemplated by this Agreement entered into
by Buyer in connection with the transactions contemplated hereby. APS
Agency is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas. APS Agency has all
requisite power and authority, and holds all licenses, permits, and
other required authorizations from governmental authorities, necessary
to conduct its business and consummate the transactions contemplated by
the Modification Agreement.
5.2 Power and Authority. The Buyer has all requisite legal power and
authority to enter into this Agreement and to carry out and perform its
obligations under the terms of this Agreement.
5.3 Authorization. The making and performance by the Buyer of this
Agreement has been duly authorized by all necessary corporate action
and will not violate any law, rule, regulation, order, writ, judgment,
decree, determination, or award presently in effect having
applicability to the Buyer or any provisions of the Buyer's
organizational documents, as amended, or result in a breach of or
constitute a default under any indenture, bank loan, credit agreement,
other agreement or instrument to which the Buyer is presently a party
or by which the Buyer or its property is presently bound or affected.
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This Agreement constitutes valid and legally binding obligations of the
Buyer enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization or other laws of general application
affecting the rights and remedies of creditors.
5.4 Investment Plan. The Buyer is purchasing and acquiring the Shares for
its own account for investment and not with a present view to, or for
sale in connection with, any distribution thereof or any selling or
granting any participation therein. The Buyer does not have any
contract, undertaking, agreement, or arrangement with any person to
sell, transfer or grant participations to any third person with respect
to any of the Shares.
5.5 Restricted Securities. The Buyer understands that the Shares will not
be registered under the Securities Act of 1933, as amended (the "1933
Act"), on the basis that the sale provided for in this Agreement is
exempt from registration under the 1933 Act pursuant to exemptions
contained therein, and that the Selling Shareholder's reliance on such
exemptions is, in part, predicated on the Buyer's representations set
forth herein.
5.6 Illiquidity. The Buyer understands that the Shares may not be sold,
transferred or otherwise disposed of without registration under the
1933 Act or an exemption therefrom and applicable state securities laws
or an exemption therefrom. In the absence of an effective registration
statement covering the Shares or an available exemption from such
registration, the Shares may not be disposed of.
5.7 Sophistication. The Buyer is experienced in evaluating and investing in
companies such as APS, is able to fend for itself in the transactions
contemplated by this Agreement, has such knowledge and experience in
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financial and business matters as to be capable of evaluating the
merits and risks of its investment, and has the ability to bear the
economic risk of its investment.
5.8 Misleading Statements. No representation or warranty by the Buyer in
this Agreement or in any written statement or certificate furnished by
the Buyer to the Selling Shareholder or APS pursuant to this Agreement
or in connection with the transactions contemplated by this Agreement
or in any related agreements, separately or when taken together,
contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary to make the
statements made not misleading.
6. AFFIRMATIVE COVENANTS OF THE SELLING SHAREHOLDER. The Selling Shareholder
covenants and agrees that:
6.1 Resignation. At the Closing, Xxx X. Xxxxxx will tender his immediate
resignation from all positions related to APS, including without
limitation any position as an officer or director of APS.
6.2 REASONABLE EFFORTS. The Selling Shareholder shall use reasonable
efforts to fulfill, as soon as practicable, all of the conditions contained in
SECTION 9 hereof. Such efforts shall not require any waiver of a condition to
Closing or of any other term or condition hereof.
7. AFFIRMATIVE COVENANT OF THE BUYER. The Buyer shall use reasonable efforts to
fulfill, as soon as practicable, all of the conditions contained in Section 8
hereof. Such efforts shall not require any waiver of a condition to Closing or
of any other term or condition hereof.
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8. THE SELLING SHAREHOLDER'S CONDITIONS TO CLOSING. The obligation of the
Selling Shareholder to sell the Shares as contemplated in this Agreement shall
be subject to the fulfillment on or before the Closing of each of the following
conditions:
8.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the BUYER contained in Section 5 shall be true and correct as of
the Closing Date with the same effect as though made on and as of such
date.
8.2 Approvals. All authorizations, approvals or permits, or exemptions, of
any governmental authority or regulatory body of the United States or
of any state including but not limited to the Texas Insurance
Department that are required in connection with the lawful issuance and
sale of the Shares pursuant to this Agreement, shall have been duly
obtained and shall be effective on and as of the Closing.
8.3 Performance. All covenants, agreements and conditions contained in this
Agreement to be performed or complied with by the Buyer on or prior to
the Closing Date shall have been performed or complied with in all
material respects.
8.4 Compliance Certificates. The Buyer shall have delivered to the Selling
Shareholder a certificate dated the Closing Date executed by a duly
authorized officer of the Buyer certifying to the fulfillment of the
conditions specified in this Section 8.
8.5 Proceedings and Documents. All proceedings of the Buyer in connection
with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in form
and substance to the Selling Shareholder, and the Selling Shareholder
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shall have received all such counterpart originals or certified or
other copies of such documents as it may reasonably request.
8.6 EXECUTION OF MODIFICATION AGREEMENT. APS Agency shall have executed and
delivered the Modification Agreement.
9. THE BUYER'S CONDITIONS OF CLOSING. The obligation of the Buyer to purchase
the Shares as contemplated in this Agreement shall be subject to the fulfillment
on or before the closing of each of the following conditions:
9.1 Representations and Warranties. The representations and warranties of
the Selling Shareholder contained in Section 4 hereof shall be true and
correct as of the Closing Date with the same effect as though made on
and as of such date.
9.2 Approvals. All authorizations, approvals or permits, or exemptions, of
any governmental authority or regulatory body of the United States or
of any state including but not limited to the Texas Insurance
Department that are required in connection with the lawful issuance and
sale of the Shares pursuant to this Agreement, shall have been duly
obtained and shall be effective on and as of the Closing.
9.3 Performance. All covenants, agreements and conditions contained in this
Agreement to be performed or complied with by the Selling Shareholder
on or prior to the Closing Date shall have been performed or complied
with in all material respects.
9.4 Compliance Certificate. Selling Shareholder shall have delivered to the
Buyer a certificate or certificates, executed by a duly authorized
officer of the Selling Shareholder, dated the Closing Date, certifying
to the fulfillment of the conditions specified in this Section 9.
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9.5 Proceedings and Documents. All corporate and other proceedings of the
Selling Shareholder in connection with the transactions contemplated
hereby and all documents and instruments incident to such transactions
shall be satisfactory in form and substance to the Buyer, and the Buyer
shall have received all such counterpart originals or certified or
other copies of such documents as it may reasonably request.
9.6 EXECUTION OF MODIFICATION AGREEMENT. First Professionals shall have
executed and delivered to Buyer the Modification Agreement.
10. INDEMNIFICATION.
10.1 Indemnification of Selling Shareholder. Selling Shareholder hereby
agrees to indemnify Buyer and hold Buyer harmless from and against and
in respect of, all liabilities, losses, claims, costs or damages
(including reasonable attorneys' fees and disbursements) (collectively,
"Losses") incurred by Buyer and resulting from or arising out of (i)
any breach or inaccuracy of any representations or warranties by
Selling Shareholder contained either herein or in any certificate
delivered pursuant hereto, including any certificates delivered on the
Closing Date or (ii) any failure by Selling Shareholder to perform any
of its obligations contained herein.
10.2 Indemnification of Buyer. Buyer hereby agrees to indemnify Selling
Shareholder and hold Selling Shareholder harmless from and against and
in respect of, all Losses incurred by Selling Shareholder and resulting
from or arising out of (i) any breach or inaccuracy of any
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representations or warranties by Buyer contained herein or in any
certificate delivered pursuant hereto including any certificates
delivered on the Closing Date or (ii) any failure by Buyer to perform
any of its obligations contained herein.
11. TERMINATION.
This Agreement may be terminated as to all parties hereto and the
transactions contemplated herein abandoned at any time prior to the Closing by:
(a) The mutual consent of the parties hereto;
(b) The Buyer at any time after October 31,
2003, if at such time the conditions set
forth in Section 9 hereof have not been
satisfied through no fault of the Buyer and
the Buyer gives the Selling Shareholder
notice thereof; or
(c) The Selling Shareholder at any time after
October 31, 2003, if at such time the
conditions set forth in Section 8 hereof
have not been satisfied through no fault of
the Selling Shareholder and the Selling
Shareholder gives the Buyer notice thereof.
12. CONFIDENTIALITY.
From and after the date hereof, unless otherwise agreed to by
the parties, each of the parties shall keep, and shall ensure that its
directors, executive officers, contractors, consultants and agents
keep, confidential all information acquired from the other party
pursuant to this Agreement or otherwise, including the contents of this
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Agreement and any document delivered pursuant thereto or in connection
therewith, except that the foregoing restriction shall not apply to any
information that: (i) is or hereafter becomes generally available to
the public other than by reason of any default with respect to a
confidentiality obligation under this Agreement, (ii) was already known
to the recipient as evidenced by prior written documents in its
possession (unless the information is covered by a prior
confidentiality agreement between the parties), (iii) is disclosed to
the recipient by a third party who is not in default of any
confidentiality obligation to the disclosing party hereunder, (iv) is
developed by or on behalf of the receiving party, without reliance on
confidential information received hereunder, (v) is submitted by the
recipient to governmental authorities or regulatory bodies to
facilitate the issuance of approvals necessary or appropriate for the
operation of their businesses, provided that reasonable measures shall
be taken to assure confidential treatment of such information, (vi) is
provided by the recipient to third parties under appropriate terms and
conditions, including confidentiality provisions substantially
equivalent to those in this Agreement or (vii) is otherwise required to
be disclosed in compliance with applicable laws or order by a court or
other government authority or regulatory body having competent
jurisdiction. Notwithstanding the foregoing, Buyer and Selling
Shareholder agree that each party shall be entitled to distribute press
releases prepared by it concerning the entering into of this Agreement
and the Closing of the transactions contemplated herein as each party
deems reasonably necessary for purposes of ensuring compliance with
applicable securities laws. Otherwise, no press release or similar
public announcement or disclosure concerning this Agreement or the
transactions contemplated herein shall be made by a party hereto
without the prior written consent of the other party. Each party shall
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be entitled, in addition to any other right or remedy it may have, at
law or in equity, to an injunction, without the posting of any bond or
other security, enjoining or restraining the other party from any
violation or threatened violation of this Section.
13. MISCELLANEOUS.
13.1 Modification to Agreement. This Agreement may not be changed orally but
only by an agreement in writing, signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
Subject to the foregoing, any of the terms or conditions of this
Agreement may be waived or modified at any time by the party entitled
to the benefit thereof, but no such waiver, express or implied, shall
affect or impair the right of the waiving party to require observance
performance or satisfaction of either (i) the same term or condition as
it applies on a subsequent or previous occasion, or (ii) any other term
or condition hereof.
13.2 Applicable Law. This Agreement, its construction and the rights,
remedies, and obligations arising by, under, through or on account of
it shall be governed by the laws of the State of Delaware, excluding
its conflict of laws rules.
13.3 Binding Effect. If any portion of this Agreement is declared by a court
of competent jurisdiction to be invalid or unenforceable, such
declaration shall not affect the validity of the remaining provisions.
This Agreement shall inure to the benefit of and be binding upon the
representatives, successors, and assigns of each party. This Agreement
is not intended for the benefit of anyone other than the signatories
hereto, and there shall be no third party beneficiaries hereof.
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13.4 Integration. This Agreement, together with the Modification Agreement
related hereto, constitutes a final and complete integration of the
agreement of the parties respecting the subject matter hereof, thereby
superseding all previous oral and written agreements. There are no
contemporaneous oral agreements.
13.5 Notices. Any notice hereunder (including notices of waiver provided for
or permitted hereunder), shall be in writing and hand delivered or sent
by certified mail return receipt requested, nationally recognized
overnight courier service or facsimile transmission, addressed to the
parties at their respective addresses set forth below:
Buyer: American Physicians Services Group, Inc.
0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxx X-000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, President
With a copy to: Akin Gump Xxxxxxx Xxxxx & Xxxx LLP
000 Xxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. XxXxxx
The Selling Shareholder: FPIC Insurance Group, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxx X. Xxxxxx, EVP, CFO
Phone: (000) 000-0000, ext. 3265
Fax: (000) 000-0000
e-mail: xxxxxxx@xxxx.xxx
With a copy to: FPIC Insurance Group, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxx, III, SVP,
Corporate Counsel
Phone: (000) 000-0000, ext. 3315
Fax: (000) 000-0000
e-mail: xxxx@xxxx.xxx
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Any such notice shall be deemed given when so personally
delivered or sent by facsimile transmission (provided confirmation is
received immediately thereafter) or if mailed three (3) business days
after the date of deposit in the mail or if sent by overnight courier
one (1) business day after the date of delivery to the courier service
marked for overnight delivery. A party may change its or his address
for notice by giving notice as provided hereunder.
13.6 Pronouns, Counterparts. In construing the words of this Agreement,
plural constructions shall include the singular and singular
constructions shall include the plural. No significance shall be
attached to whether a pronoun is masculine, feminine or neuter. The
words "herein," "hereof' and other similar compounds of the word "here"
shall mean and refer to his entire Agreement and not to any particular
provisions, section or subsection. Paragraph captions in this Agreement
are for ease of reference only and shall be given no substantive or
restrictive meaning or significance whatsoever. This Agreement may be
executed in multiple counterparts, each of which shall be an original
regardless of whether all parties sign the same document. Regardless of
the number of counterparts, they shall constitute one and the same
agreement. It shall not be necessary in making proof of this Agreement
to produce or account for more than one counterpart.
13.7 Survival of Representations, Warranties, Covenants and Agreements. The
representations, warranties, covenants and agreements set forth in this
Agreement shall survive the Closing Date and the consummation of the
transactions contemplated hereby for a period of two years.
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13.8 Attorneys' Fees. In any action brought to enforce the provisions of
this Agreement (including a declaratory judgment action), the
prevailing party shall be entitled to recover from the other party the
costs of this action, including reasonable attorneys' fees, whether
incurred at trial, in settlement or mediation or on appeal.
13.9 Assignment. No party may assign any of its or his rights or obligations
under this Agreement without the prior written consent of the other
parties. This Agreement shall inure to the benefit of, and be binding
upon, the successors and permitted assigns of the parties hereto.
13.10 Further Assurances. From and after the Closing, each party shall
execute and deliver such documents and take such other actions as the
other parties may reasonably request to further effect or evidence the
purposes and intent of this Agreement.
13.11 Definition of Knowledge. Whenever there are references in this
Agreement to the "knowledge" of a party; (i) Selling Shareholder shall
be deemed to have knowledge of the applicable fact or matter whenever
any of the members of the board of directors, or executive officers, of
Selling Shareholder, or First Professionals, have actual knowledge of
the applicable fact or matter, and (ii) Buyer shall be deemed to have
knowledge of the applicable fact or matter whenever any of the members
of the board of directors, or any of the executive officers, of Buyer
have actual knowledge of the applicable fact or matter.
Signature Page Follows
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5375845 v4
IN WITNESS WHEREOF, the parties have executed this Agreement as of
October 30, 2003.
AMERICAN PHYSICIANS SERVICE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Printed Name: Xxxxxxx X. Xxxxxxx
---------------------------
Title: Chief Executive Officer
---------------------------
FPIC INSURANCE GROUP, INC.
By: ___________________________________________
Printed Name: ___________________________________
Title: _________________________________________
Solely for purposes of evidencing its agreement and covenant to be
bound by Section 3 of this Agreement:
APS Insurance Services, Inc.
By: /s/ Xxxxx Xxxxxx
-----------------------
Printed Name: Xxxxx Xxxxxx
-----------------------
Title: Sr. Vice President
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5375845 v4
EXHIBIT "A"
FORM OF
MODIFICATION AGREEMENT
A-1
