Exhibit 6.14
ASSIGNMENT OF CONTRACT
On this 15th day of July, 1999, for good and valuable consideration, the receipt
of which is hereby acknowledged, Brooke Corporation does hereby transfer, set
over, assign and convey to G.I. Agency, Inc., a Kansas corporation, all of its
right, title, and interest in and to an Agreement for Sale of Insurance Agency
Assets, dated June 28, 1999, between Brooke Corporation and Xxxxxxx Agency, Inc.
By virtue of this assignment, assignee, G.I. Agency, Inc., hereby assumes all
rights, responsibilities, benefits and obligations of Brooke Corporation under
such contract to the same extent and effect as if an original signatory thereof.
BROOKE CORPORATION G.I. AGENCY, INC.
By: By:
/s/ Xxxxxxx Xxxx /s/ Xxxxxx X. Xxx
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Xxxxxxx Xxxx, President Xxxxxx X. Xxx, Chairman
AGREEMENT
FOR
SALE OF INSURANCE AGENCY ASSETS
THIS AGREEMENT MADE this 28th day of June, 1999 by and between Xxxxxxx Agency
Inc., hereinafter referred to as "Seller", and Brooke Corporation, hereinafter
referred to as "Purchaser".
In consideration of the mutual promises, covenants, and agreements set forth
hereinafter, the Seller does hereby agree to sell and the Purchaser does hereby
agree to purchase the assets hereinafter described on the terms and conditions
set forth as follows:
1. SUBJECT MATTER OF THE AGREEMENT. Seller hereby agrees to sell, transfer,
assign and convey unto the Purchaser all of the Seller's right, title and
interest in and to the property and casualty insurance agency assets owned by
Seller. Such sale shall include the "book of business", goodwill, client lists,
client records, client files, client renewals, claims records, and all other
intangible assets associated with Seller's property and casualty insurance
agency business which does business as Xxxxxxx Agency Inc. or which may have
done business under any other trade name. All assets shall be conveyed unto
Purchaser, free and clear of any claims, liens and encumbrances whatever.
2. PURCHASE PRICE. In consideration of the sale of the above described assets,
the Purchaser agrees to pay the total sum of Two Hundred Six Thousand Five
Hundred Seventy Four and 30/100 Dollars ($206,574.30) in the following manner:
(A) The sum of Two Thousand One Hundred and Sixty-Five Dollars ($2,165.00) as
xxxxxxx money, the receipt of which is hereby acknowledged.
(B) The sum of One Hundred One Thousand One Hundred Twenty-Two and 15/100
Dollars ($101,122.15) shall be paid to Seller at the date of closing.
(C) A final payment of One Hundred Three Thousand Two Hundred Eighty-Seven and
15/100 Dollars ($103,287.15) shall be paid to Seller on January 1, 2000.
3. CONVEYANCE OF TITLE TO PERSONAL PROPERTY. Seller shall convey title to the
above described property and casualty insurance agency assets by a Bill of Sale
which shall be executed, acknowledged, and delivered to the Purchaser on the
closing date of this agreement, free of all liens and encumbrances whatever. The
bill of sale shall be in the form attached hereto as Exhibit A and made a part
hereof by reference.
4. CLOSING. Closing of this sale shall occur no later than June 1st, 1999,
unless a later date is required in order to satisfy the contingencies set forth
hereinafter.
5. EFFECTIVE DATE OF TRANSFER OF BUSINESS AND OBLIGATIONS.
(A) All of the property and casualty insurance agency assets conveyed under the
terms of this agreement shall be transferred as of the closing date. For the
purpose of this agreement, the policy inception date will determine on which day
the insurance was written. If premiums are
paid by a policyholder to an insurance company in installments, it is agreed
that the due date of each installment shall be considered a new policy inception
date. The Purchaser shall be entitled to all commissions for Insurance written
by Xxxxxx, or Seller's directors, officers and employees on or subsequent to the
closing date.
(B) Seller shall be liable for all debts, premiums, claims and obligations
incurred prior to the closing date. All accounts receivables for insurance
written prior to the closing date shall remain the separate property of the
Seller, provided that Seller pays all debts, premiums, claims and obligations on
insurance written prior to closing date.
(C) Purchaser will attempt to collect all funds owed to Seller for insurance
written prior to the closing date. Seller appoints Purchaser as its attorney in
fact to endorse checks made payable to Seller by policyholders or insurance
companies. Any funds collected by Purchaser for the Seller will be remitted to
Seller on a monthly basis.
(D) After the closing date, Seller shall not be responsible for payment to
Purchaser of commissions on any reduction of premiums resulting from policy
cancellations, policy endorsements or policy audits for insurance written prior
to the closing date. Correspondingly, after the closing date, Purchaser shall
not be responsible for payment to Seller of commissions on any additional
premiums resulting from policy endorsements or policy audits for insurance
written prior to the closing date.
(E) Seller shall remit to Purchaser on the closing date any funds received by
Seller for insurance written on or subsequent to the closing date.
(F) Purchaser shall be entitled to all profit sharing commissions received after
closing.
6. HOLD HARMLESS GUARANTY.
(A) Seller hereby agrees and promises to hold Purchaser harmless for any and all
liability that may arise by reason of Seller's or Seller's directors, officers
and employees negligence or failure to renew, issue or otherwise service any
insurance policy prior to the date of closing, it being agreed that any
liability for such errors and omissions in the transaction of insurance business
shall vest solely with Seller.
(B) Purchaser hereby agrees and promises to hold Seller harmless for any and all
liability that may arise by reason of Purchaser's or Purchaser's directors,
officers and employees negligence or failure to renew, issue or otherwise
service any insurance policy after the date of closing, it being agreed that any
liability for such errors and omissions in the transaction of insurance business
shall vest solely with Purchaser.
7. CONTINGENCIES. This agreement is further subject to Purchaser being approved
for agency contracts with all insurance companies currently represented by the
Seller. In the event of non-approval of one or more contracts, this agreement
may, at option of the Purchaser, become null and void and Purchaser shall be
entitled to the return of all xxxxxxx money payments and all parties shall
thereupon be released from any further liability under this agreement. In the
event that a due diligence audit should disclose that Seller's commissions are
not as warranted under paragraph 10(B) following, this agreement may be declared
null and void and Purchaser shall be
entitled to the return of all sum theretofore advanced, and all parties shall
thereupon be released from any further liability under this agreement.
8. COVENANTS OF SELLER.
(A) Seller does, hereby, covenant and agree that it's directors, officers and
employees will, at all times, assist and cooperate with Purchaser in
transferring to Purchaser all property and casualty insurance business
previously written, serviced or sold by Seller or Seller's directors, officers
or employees.
(B) Xxxxxx and Xxxxxx X. Xxxxxxx, individually and Xxxxxx X. Xxxxxxx, Xx.,
individually, further agree that they will not engage directly or indirectly in
the business of selling property and casualty insurance policies in or within a
100 mile radius of Kansas City, Missouri, for a period of five (5) years from
and after the closing date. Seller and Xxxxxx X. Xxxxxxx, individually and
Xxxxxx X. Xxxxxxx, Xx., individually, further agree that, for a period of five
(5) years from and after the closing date, they will not solicit or write
insurance policies for any customers that are a part of the book of business
sold pursuant to this agreement and will not directly or indirectly attempt to
divert any customer that is a part of the book of business sold pursuant to this
agreement from continuing to do business with Purchaser.
(C) Seller does, hereby, covenant and agree to enforce, for the continued
benefit of Purchaser, all non solicitation agreements or non compete agreements
currently in force between Seller and its directors, officers, independent
contractors and employees.
9. WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser warrants and
represents that it is a corporation, duly organized, existing and in good
standing under the laws of the State of Kansas. Purchaser warrants and
represents that it has taken all necessary corporate action, including, but not
limited to, binding resolutions of all of its directors to enter into this
agreement and to carry out the terms and conditions thereof.
10. WARRANTIES AND REPRESENTATIONS OF THE SELLERS.
(A) _____(Initial if Applicable) Seller warrants that it is a corporation, duly
organized, existing and in good standing under the laws of the State of
Missouri. Seller warrants and represents that it has taken all necessary
corporate action, including, but not limited to, binding resolutions of all of
its directors to enter into this agreement and to carry out the terms and
conditions thereof.
_____(Initial if Applicable) Seller warrants that he/she is the sole
owner of the assets to be conveyed under the terms of this agreement and has
sole authority to make such conveyance.
(B) The Seller warrants and represents that it has received insurance sales
commissions, excluding profit sharing commissions and brokered policies
commissions, of at least one hundred three thousand two hundred eighty-seven
dollars and fifteen cents ($103,287.15), for the twelve (12) month period ending
March 31, 1999. Purchaser acknowledges that brokered policy commissions
originated by Xxx Xxxxxxx Xxxxxx are included in said insurance sales commission
amount.
(C) The Seller warrants and represents that it is the sole and legitimate owner
of the property and casualty insurance agency assets to be purchased and sold
pursuant to this agreement.
(D) The Seller warrants and represents that it currently has an errors and
omissions insurance policy in force and that a "tail" policy will be or has been
purchased which provides for continuing errors and omissions insurance
coverages, and will provide Purchaser with proof of such coverage upon request.
11. USE OF NAME AND PO BOX AND TELEPHONE NUMBER. As a result of the sale
contemplated herein, the Purchaser shall on and after the date of closing be
entitled to the use of the trade name Xxxxxxx Agency or Xxxxxxx Insurance
Agency. Furthermore, the Seller shall not use or authorize the use of said trade
name to sell insurance policies. The Purchaser shall acquire all rights to the
telephone listings and telephone numbers listed under said trade name and to the
Post Office Box No.10030 listed under such name.
12. DEFAULT. Time is of the essence of this agreement. In the event that the
Purchaser shall fail to pay the amount due on the date of closing, then this
agreement shall immediately become null and void and the Seller shall be
entitled to retain the xxxxxxx money described in paragraph 2(A) hereof as
liquidated damages. In said event, this agreement shall thereafter be null and
void.
13. SECURITY INTEREST. To secure the payment of the sum described in paragraph
2(C) hereof, Purchaser hereby grants to Seller a security interest in and to the
insurance agency assets which are purchased from Seller pursuant to this
agreement.
14. ASSIGNMENT OF PURCHASER'S INTEREST. It is agreed that Purchaser has the
unconditional right to assign or transfer all of Purchaser's rights and
obligations obtained or incurred pursuant to this agreement to a qualified
assignee or purchaser capable and having financial resources to honor all
commitments contained herein, as may be determined by Purchaser.
15. MISCELLANEOUS AGREEMENTS OF THE PARTIES. Unless otherwise agreed to in
writing, the Purchaser shall not assume any of Seller's obligations with regards
to employees, lessors (real or personal property), vendors, suppliers,
advertisers or utility companies.
16. ENTIRE AGREEMENT. This agreement contains all of the terms and conditions of
agreement between the parties hereto relative to the subject matter hereof, and
no other agreement relative thereto between them, whether past, present or
future, shall be valid unless the same is reduced to writing and signed by each
of the parties.
17. NOTICES.
(A) Notices which may be required to be sent to the Purchaser in accordance with
this agreement shall be deemed sufficient if deposited in the United States Mail
as first class mail, postage prepaid, and addressed to:
Brooke Corporation
Processing Center
PO Box 426
Phillipsburg, Kansas 67661
or such other addresses as may be furnished to the Seller in writing.
(B) Notices which may be required to be sent to the Seller in accordance with
this agreement shall be deemed sufficient if deposited in the United States Mail
as first class mail, postage prepaid and addressed to:
Xxxxxx X. Xxxxxxx
0000 Xxxxxx Xxx.
Independence, MO 64055
or such other addresses as may be furnished to the Purchaser in writing.
18. BINDING EFFECT. This agreement executed in triplicate shall be binding upon
each of the parties hereto, their heirs, administrators, successors and assigns.
The use of the masculine shall Include the feminine, and the use of the singular
shall include the plural. This agreement may not be modified or amended unless
such modifications or amendments are reduced to writing.
Seller Purchaser
BROOKE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxx
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Title: Vice President Title: Marketing Manager
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Xxxxxx X. Xxxxxxx, individually
/s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., individually
ADDENDUM #1
TO
AGREEMENT FOR SALE OF INSURANCE AGENCY ASSETS
This addendum is made to an Agreement for Sale of Insurance Agency Assets dated
May 28, 1999 between Xxxxxxx Agency, Inc. ("Seller") and Brooke Corporation
("Purchaser").
It is agreed that paragraph 4 of said agreement is hereby amended to provide
that the closing of this sale shall occur no later than August 1, 1999. It is
further agreed that the Seller shall return to Purchaser the amount of
$101,122.15 that was paid by Xxxxxxxxx on June 1, 1999 because the closing date
has been extended from June 1, 1999 to August 1, 1999.
Because insurance companies have been notified of the transfer of assets
provided in said agreement, it is further agreed that Seller shall operate as
franchise agent for Purchaser until the closing date. Purchaser shall not charge
any franchise agent fees to Seller prior to the closing date.
This addendum is dated June 11, 1999.
Seller Purchaser
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxx
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Title: Vice President Title: Marketing Manager
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