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
THIS AGREEMENT made effective this ____ day of _____________, 2____
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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
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
(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.
I have authority to bind the Company.
I have authority to bind the Company.