EXHIBIT 10.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is executed
and delivered as of May 23, 2001 by IGF HOLDINGS, INC., an Indiana corporation
("IGFH") and IGF INSURANCE COMPANY, an Indiana insurance corporation ("IGF")
(IGFH and IGF are referred to collectively in this Assignment as the "Assignor")
to ACCEPTANCE INSURANCE COMPANIES INC., a Delaware corporation ("Acceptance"),
for itself and on behalf of its subsidiaries (Acceptance and its subsidiaries
are referred to collectively in this Assignment as the "Assignee" and have joint
and several rights and obligations hereunder). Capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed to them in the
Asset Purchase Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Assignor has entered into the Asset Purchase Agreement (the
"Asset Purchase Agreement") dated as of May 23, 2001 by and among Assignee,
Goran Capital, Inc., a Canadian corporation, ▇▇▇▇▇▇ International Group Inc., an
Indiana corporation and Assignor, pursuant to which, among other things,
Assignor has agreed to sell the Transferred Assets to the Assignee; and
WHEREAS, pursuant to the Asset Purchase Agreement, the Assignor has agreed
to assign the Assumed Liabilities and Assigned and Assumed Contracts to the
Assignee, and Assignee has agreed to assume the Assumed Liabilities and Assigned
and Assumed Contracts; and
WHEREAS, those Assigned and Assumed Contracts which also are Insurance
Contracts identified in Schedule 3.05A are being sold, conveyed, granted,
distributed, transferred, set over, assigned, released and delivered unto the
Assignee by and through the Aquaculture SRA Assignment and Assumption Agreement,
the IGF/Acceptance Retrocession Agreement and the SRA Assignment and Assumption
Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Assignment and Assumption.
The Assignor does hereby sell, convey, grant, distribute, transfer, set
over, assign, release and deliver unto the Assignee, its successors and assigns
forever, all of Assignor's right, title and interest in and to the Assumed
Liabilities and all Assigned and Assumed Contracts except Insurance Contracts
identified in Schedule 3.05A, free and clear of all Liens except as set forth in
the Asset Purchase Agreement. In connection therewith, the Assignee does hereby
assume any and all of Assignor's right, title, interest, defenses,
counterclaims, setoffs, obligations and liabilities under the Assumed
Liabilities and Assigned and Assumed Contracts and agrees to pay, perform, and
discharge the Assumed Liabilities and Assigned and Assumed Contracts pursuant to
their terms and the terms of the Asset Purchase Agreement and of this Agreement,
in the same
manner and to the same extent as Assignor was legally obligated to pay, perform
and discharge the Assumed Liabilities and Assigned and Assumed Contracts and not
to any greater extent.
SECTION 2. Miscellaneous Provisions.
(a) The assignment made hereby shall be binding upon the parties hereto
and their respective successors and assigns.
(b) This Assignment may be amended only with the written consent of each
party hereto.
(c) This Assignment shall be governed by, and interpreted in accordance
with, the laws of the State of Iowa, without giving effect to the principles of
conflicts of law thereof.
(d) This Assignment may be executed in multiple counterparts, all of which
counterparts taken together shall constitute one agreement.
(e) Nothing in this Assignment is intended or shall be construed to give
any person, other than the parties hereto, their successors and assigns, any
legal or equitable right, remedy or claim under or in respect of this
Assignment, any provision contained herein or any of the Assigned and Assumed
Contracts.
(f) If the provisions of any Ancillary Agreement to which any Assigned and
Assumed Contract is subject and this Assignment conflict, the provisions of such
Ancillary Agreement shall control to the extent of such conflict and supercede
only those provisions of this Assignment with which it conflicts.
(g) This Assignment is conditioned upon and effective at Closing (as
defined in the Asset Purchase Agreement). If the Asset Purchase Agreement is
terminated pursuant to its terms and conditions, this Assignment shall terminate
concurrently with the Asset Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Assignment and Assumption Agreement as of the date first above written.
ASSIGNOR
IGF HOLDING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: Vice Chairman
----------------------------------
ASSIGNOR
IGF HOLDING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: Vice Chairman
----------------------------------
IGF HOLDING, INC.
IGF INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: Vice Chairman, CEO, President
----------------------------------
ASSIGNEE
ACCEPTANCE INSURANCE
COMPANIES INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
