Management Company By:_________________________________ Signed in this day of , 1995 SWISS REINSURANCE COMPANY By: /s/ ----------------------------- INTERESTS AND LIABILITIES CONTRACT (hereinafter referred to as the "Contract") to the SECOND EXCESS OF LOSS REINSURANCE AGREEMENT (hereinafter referred to as the "Agreement") It is hereby mutually agreed by SOUTHERN CALIFORNIA PHYSICIANS INSURANCE EXCHANGE and/or S.C.P.I.E. INDEMNITY COMPANY and/or S.C.P.I.E. MANAGEMENT COMPANY while acting on behalf of: S.C.P.I.E. MANAGEMENT COMPANY Beverly Hills, California (hereinafter referred to as the "Company") and TRANSATLANTIC REINSURANCE COMPANY (hereinafter referred to as the "Subscribing Reinsurer") that the Subscribing Reinsurer shall have a 5.00% participation in the Interests and Liabilities of the Reinsurer as set forth in the Agreement attached hereto entitled Second Excess of Loss Reinsurance Agreement. Such participation shall be several and not joint with the participation of other subscribing reinsurers, and the Subscribing Reinsurer shall under no circumstances participate in the Interests and Liabilities, if any, of the other subscribing reinsurers in said Agreement. The Company shall pay to the Subscribing Reinsurer 5.00% of all premiums due or which may become due the Reinsurer in accordance with the provisions of the Agreement attached. This Contract shall attach on January 1, 1996 and is subject to the provisions contained in the Term Article of the attached Agreement, which are hereby incorporated by reference into this Contract and which shall apply as though they had been specifically provided for herein.
Financial Advisor Except for Lehmxx Xxxthers, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Acquired Corporations. The Company has furnished to Parent accurate and complete copies of all agreements under which any such fees, commissions or other amounts have been paid or may become payable and all indemnification and other arrangements relating to the engagement of Lehmxx Xxxthers.
Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.
Financial Public Relations Firm Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain a financial public relations firm reasonably acceptable to the Representative for a term to be agreed upon by the Company and the Representative.
Management of Company All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such officers in corporations incorporated under the laws of the state of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member.
Opinion of Financial Advisors The Company Board has received the opinion of each of the Financial Advisors, on or prior to the date of this Agreement, to the effect that, as of the date of such opinion and subject to the assumptions, qualifications, limitations and other matters considered in connection with the preparation of the opinion, the consideration to be received by the holders of Company Common Stock in the Merger, is fair, from a financial point of view, to the holders of Company Common Stock other than Parent, Merger Sub and their affiliates. Promptly after receipt of the written opinions, the Company will deliver copies of such written opinions to Parent solely for informational purposes. It is understood and agreed that each such opinion is solely for the use and benefit of the Company Board and may not be relied on by Parent or Merger Sub.
Sub-Advisory Services a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of the assets of the Series, and have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Series from time to time invests. The Sub-Adviser shall manage the Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "