9 CLOSING CONDITIONS
33
Section 9.01 Conditions to Buyer's Obligations
33
Section 9.02 Conditions to Allianz Life's and Allianz New York's Obligations
34
ARTICLE 10 TERMINATION
35
Section 10.01 Termination
35
Section 10.02 Effect of Termination
36
ARTICLE 11 SURVIVAL; INDEMNIFICATION
36
Section 11.01 Survival of Representations and Warranties
36
Section 11.02 Indemnification
36
Section 11.03 Third Party Claims
37
Section 11.04 Limitations on Indemnity
38
Section 11.05 Exclusivity
39
Section 11.06 Treatment of Indemnification Payments
39
ARTICLE 12 MISCELLANEOUS
39
Section 12.01 Press Releases and Announcements
39
Section 12.02 Amendment and Waiver
39
Section 12.03 Notices
39
Section 12.04 Arbitration
40
Section 12.05 Equitable Remedies
41
Section 12.06 Assignment
41
Section 12.07 No Third Party Beneficiaries
41
Section 12.08 Severability
42
Section 12.09 Complete Agreement
42
Section 12.10 Time of Essence
42
Section 12.11 Signatures; Counterparts
42
Section 12.12 Governing Law
42
ARTICLE 13 DEFINITIONS
42
Section 13.01 Definitions
42
iii
EXHIBITS
EXHIBIT A-1
HMO AND INSURANCE COMPANY TREATIES
EXHIBIT A-2
PROVIDER EXCESS POLICIES
EXHIBIT A-3
STOP LOSS POLICIES
EXHIBIT A-4
GROUP AD&D POLICIES
EXHIBIT A-5
GROUP TERM LIFE POLICIES
EXHIBIT A-6
FRONTING CONTRACTS
EXHIBIT A-7
LIFETRAC CONTRACTS
EXHIBIT A-8
NEW YORK INSURANCE CONTRACTS
EXHIBIT A-9
PRODUCER COMPENSATION
EXHIBIT B
INTELLECTUAL PROPERTY ASSETS
EXHIBIT C
OTHER ASSUMED CONTRACTS
EXHIBIT D
EQUIPMENT AND INFORMATION TECHNOLOGY ASSETS
EXHIBIT E
EXCLUDED ASSETS
EXHIBIT F
FORM OF BILL OF SALE
EXHIBIT G
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT H
FORM OF QUOTA SHARE REINSURANCE AGREEMENT - NORTH AMERICA
EXHIBIT I
FORM OF QUOTA SHARE REINSURANCE AGREEMENT - NEW YORK
EXHIBIT J
FORM OF ADMINISTRATIVE SERVICES AGREEMENT
EXHIBIT K
FORM OF TRANSITION SERVICES AGREEMENT
EXHIBIT L
PRESS RELEASE
EXHIBIT 1.07
CLOSING STATEMENT
EXHIBIT 2.03
PURCHASE PRICE ALLOCATION
EXHIBIT 4.04
BUYER'S GOVERNMENTAL APPROVALS
EXHIBIT 8.06
INSURANCE CONTRACT RENEWAL COMMITMENTS AND QUOTES
iv
DISCLOSURE SCHEDULES
SCHEDULE 1.04
EXCLUDED LIABILITIES
SCHEDULE 3.01
JURISDICTIONS
SCHEDULE 3.04
NO BREACH
SCHEDULE 3.05
GOVERNMENTAL AUTHORITIES
SCHEDULE 3.06
FINANCIAL STATEMENTS
SCHEDULE 3.08
ABSENCE OF CERTAIN CHANGES
SCHEDULE 3.09
TITLE
SCHEDULE 3.11
INSURANCE CONTRACTS AND LIFETRAC CONTRACTS
SCHEDULE 3.13
LITIGATION
SCHEDULE 3.14
EMPLOYEES
SCHEDULE 3.19
RECEIVABLES
SCHEDULE 4.04
NO BREACH
SCHEDULE 4.05
GOVERNMENTAL AUTHORITIES
SCHEDULE 4.06
ABSENCE OF CERTAIN CHANGES
SCHEDULE 4.07
INSURANCE CONTRACTS
SCHEDULE 4.08
LITIGATION
SCHEDULE 4.12
RECEIVABLES
SCHEDULE 9.01(d)
REQUIRED CONSENTS
v
MASTER AGREEMENT
This MASTER AGREEMENT (this "Agreement"), dated as of August 3, 2006, is
made and entered into by and among Allianz Life Insurance Company of North
America, a Minnesota corporation ("Allianz Life"), Allianz Life Insurance
Company of New York, a New York corporation ("Allianz New York") and HCC Life
Insurance Company, an Indiana corporation (the "Buyer").
RECITALS
WHEREAS, Allianz Life, through its Allianz Health Products Business unit
(the "Division"), is engaged in the business of marketing, issuing,
underwriting, selling and administering health reinsurance and excess loss
insurance products and services to insurers and insureds domiciled in the United
States (other than New York) (the "Business"); and
WHEREAS, Allianz Life's Affiliate, Allianz New York through its Allianz
Health Products Business unit (the "New York