Assumption of Liability for Consideration Agreement - Insurance Companies

					This agreement is made between two insurance companies whereby one of the parties
agrees to assume all of the liabilities of the other upon receiving compensation for doing
so. Additionally, this agreement can be customized to provide for any additional
industry specific language that may be necessary. Use this form if one insurance
company wishes to assume the liability of another for consideration.
                                       Contract Assuming Liabilities of Another Insurance Company



          CONTRACT ASSUMING LIABILITIES OF ANOTHER
                    INSURANCE COMPANY
THIS AGREEMENT made effective this ____ day of _____________, 2____

BETWEEN:

                         _________________________________

                         (“Party 1”)
- and -


                         __________________________________

                         (“Party 2”)

1.00      RECITALS

1.01      Whereas the Party 1 and Party 2 have entered into a certain agreement dated the ____ day
          of _________, 2____ (the “Agreement”), a copy of which is annexed hereto as Schedule
          “A”;

1.02      Whereas, pursuant to the terms and conditions of the Agreement between Party 1 and
          Party 2, Party 2 is to enter into this Agreement with Party 1 to assume all of the liabilities
          of Party 1 in respect to its insurance company business known as ________________.

1.03      Whereas, as of the date of this Agreement, the aggregate principal amount of the
          outstanding liabilities due and owing to Party 1 is the sum of _________________
          ($____________) Dollars (the “Assumed Liabilities”);

1.07      Whereas, the amount of the Assumed                  Liabilities   is    to   be   satisfied   by
          ___________________________________.

        NOW THEREFORE THIS AGREEMENT WITNESS that in consideration of the
premises and the terms and conditions herein contained and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto), the parties hereby agree with each other as follows:

2.00      RECITALS TRUE

2.01      The recitals contained in Article 1.00 are true in substance in fact.
3.00   APPOINTMENT OF AGENT

3.01   Party 1 and Party 2 affirm that _______________ shall act as Agent (“Agent”) in respect
       of the Assumed Liabilities of Party 1 and security given therefore pursuant to the
       provisions of the Agreement and more specifically described in Schedule “B” annexed
       hereto and to continue to act as Agent in respect of the Agreement and any security
       issued pursuant thereto and the realization of any such security to satisfy the outstanding
       amount of the Assumed Liabilities.

3.02   Party 1 and Party 2 do hereby appoint the Agent to act as their agent in respect of the
       following matters:

       (a) the transaction(s) contemplated by the Agreement;

       (b) the holding of security pursuant to the Agreement; and

       (c) all matters ancillary or related matters.


4.00   INDEPENDENT LEGAL ADVICE

4.01   Party 1 and Party 2 acknowledge and declare that, prior to executing this Agreement, they
       were advised to and had the opportunity to obtain independent legal advice, and that they
       have either obtained said advice or hereby waive their right to do so. Party 1 and Party 2
       hereby declare they fully understand the nature and consequences of executing this
       Agreement and that none of the parties hereto have used any compulsion or made any
       threat or exercised any undue influence to induce them to execute this Agreement.

5.00   GENERAL PROVISIONS

5.01   This Agreement shall be governed by and construed in accordance with the laws of the
       State of _____________________ applicable therein and each of the parties hereto
       agrees irrevocably to confirm to the non-exclusive jurisdiction of the courts of such state.

5.02   This Agreement shall enure to the benefit of and be binding upon all of the parties hereto
       and their successors, executors, heirs, personal representatives and permitted assigns.

5.03   The parties hereto represent to the others of them that they have the full power, authority,
       right and capacity to execute and deliver this Agreement and to perform its terms, and
       that where necessary all necessary corporate action or ratification has been obtained.

5.04   The parties shall sign such further and other documents and perform and cause to be done
       and performed such further and other acts and things as may be necessary or desirable in
       order to give full effect to this Agreement and every part thereof.
5.05   In the event that any provision or part of this Agreement is to be deemed void or invalid
       by a court of competent jurisdiction or an arbitration tribunal, the remaining provisions,
       or parts of it, will be and remain in full force and effect.

5.06   This Agreement may be executed by facsimile or other electronic means and in one or
       more counterparts, each of which shall be considered an original but all of which together
       shall constitute one and the same Agreement.

5.07   Time shall be of the essence of this Agreement and every part thereof.

5.08   This Agreement shall not be amended, altered or qualified, except by memorandum in
       writing signed by all of the parties hereto and any amendment, alteration, or qualification
       hereof shall be null and void and shall not be binding upon any party who has not given
       its written consent as aforesaid.


Each of the Parties has executed and delivered this agreement as of the date noted at the
beginning of the Agreement.



__________________________                             ___________________________
(Witness)                                              Agent

                                                    (PARTY 1)
                                                    Per:



                                                    Name:
                                                    Title:
                                                    I have authority to bind the Company.


                                                    (PARTY 2)
                                                    Per:



                                                    Name:
                                                    Title:
                                                    I have authority to bind the Company.
SCHEDULE “A”
SCHEDULE “B”

				
DOCUMENT INFO
Description: This agreement is made between two insurance companies whereby one of the parties agrees to assume all of the liabilities of the other upon receiving compensation for doing so.  Additionally, this agreement can be customized to provide for any additional industry specific language that may be necessary.  Use this form if one insurance company wishes to assume the liability of another for consideration.