Exhibit 6.13
ASSIGNMENT OF CONTRACT
Now on this 30th day of June, 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 15, 1999 between Brooke Corporation
and ▇▇▇ ▇▇▇▇▇▇ 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
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇, President
GI Agency, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇, Chairman
AGREEMENT
FOR
SALE OF INSURANCE AGENCY ASSETS
THIS AGREEMENT MADE this 15th day of June, 1999 by and between ▇▇▇ ▇▇▇▇▇▇
Agency, Inc. of Hugo, Oklahoma, 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 general 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 general insurance agency business which does
business as the Hugo and Idabel branches of ▇▇▇ ▇▇▇▇▇▇ Agency, Inc. or which may
have done business from any other location 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 Three Hundred Thousand Dollars
($300,000.00) in the following manner:
(A) The sum of Three Thousand Dollars ($3,000.00) as ▇▇▇▇▇▇▇ money, the receipt
of which is hereby acknowledged.
(B) The sum of Ninety Seven Thousand Dollars ($97,000.00) shall be paid to
Seller at the date of closing.
(C) The balance of the purchase price in the amount of Two Hundred Thousand
Dollars ($200,000.00) shall be paid in two annual installments of $ 100,000
which shall be due on the anniversary date of the closing of this agreement.
3. CONVEYANCE OF TITLE TO PERSONAL PROPERTY. Seller shall convey title to the
above described general 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 August 1, 1999.
5. EFFECTIVE DATE OF TRANSFER OF BUSINESS AND OBLIGATIONS.
(A) All of the general 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 ▇▇▇▇▇▇,
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 section has been intentionally omitted.
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 general insurance business previously written,
serviced or sold by Seller or Seller's directors, officers or employees.
(B) Seller and ▇▇▇ ▇▇▇▇▇▇, individually, further agree that they will not engage
directly or indirectly in the business of selling insurance policies in or
within a 75 mile radius of Hugo, Oklahoma, for a period of five (5) years from
and after the closing date, except as agent for purchaser. Seller and ▇▇▇
▇▇▇▇▇▇, 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, except as agent for purchaser, 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) Seller warrants that it is a corporation, duly organized, existing and in
good standing under the laws of the State of Oklahoma. 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.
(B) The Seller warrants and represents that it has received insurance sales
commissions, excluding profit sharing commissions and brokered policies
commissions, of at least Two Hundred Five Thousand Dollars ($205,000.00), for
the twelve (12) month period ending April 30, 1999.
(C) The Seller warrants and represents that it is the sole and legitimate owner
of the general 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
▇▇▇ ▇▇▇▇▇▇ 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 listed under such name.
12. SECURITY INTEREST.
(A) To secure the payment of the sums 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.
(B) The Purchaser agrees to execute and deliver to the Sellers a UCC-1 financing
statement evidencing said security interest in form suitable for filing.
13. 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 as described
in paragraph 2(B) hereof, then this agreement shall immediately become null and
void and the Seller shall be entitled to retain the ▇▇▇▇▇▇▇ money described in
paragraph 2(A) hereof as liquidated damages. In said event, this agreement shall
thereafter be null and void.
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. In the event of
any such assignment or transfer, Purchaser hereby guaranties all payments due
Seller under the terms of this agreement.
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:
▇▇▇▇ ▇▇▇▇▇, State Manager
Brooke Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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:
▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ Agency, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
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
▇▇▇ ▇▇▇▇▇▇ AGENCY, INC. BROOKE CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: President Title: State Manager
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/s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇, individually