to, service fees,
renewal fees, installment fees, filing fees, reinstatement fees, NSF fees,
"convenience" fees, late fees, "theft prevention" fees, endorsement fees,
cancellation fees, policy fees, agent's fee PIP, re-write fees, credit card
usage fees, and motorists protection plan income, all as computed in accordance
with GAAP.
"Vision Revenues" means the sum of (i) Vision Fee Income excluding all
commissions plus (ii) the direct premiums written by AVIC or any of its
Affiliates, or any other insurance carriers doing business with Vision, for the
applicable time period that are derived solely from insurance policies sold by
Vision or an agent under contract with Vision, computed in accordance with SAP
and includable within the amounts on line 34, column 1 of the "Underwriting and
Investment Exhibit, Part 1B - Premiums Written" in the applicable insurance
carrier's Annual Statement.
Section 1.2 Index of Certain Defined Terms. The capitalized terms set forth
below are defined in the referenced sections:
Term
Section
Acquisition/Marketing Transaction
5.2 Actuarial Reports
3.11(e) Agreement
1st Paragraph Alfa Companies
5.14(a) Allocation Schedule
2.2(d) Annual
Earnout Schedule
2.3(g)(i) Asserted Liability
8.4(a) Bonus Agreements
5.10(d) Broker Agreement
5.7(b) Business Activities
5.14(c)
10
Business Employees
3.17 Buyer
1st Paragraph Buyer Indemnitees
8.2(a)
Buyer SEC Documents
4.8 Buyer Shares
2.2(b)(ii) Carol Russell
1st Paragraph Cash Portion
2.2(b)(i) Claims Notice
8.4(a) Closing Balance
Sheet
2.5(b)(i) Closing Interim Statements
2.5(a) Contest Notice
8.4(b)
David Tetzlaff Employment Agreement
2.6(b)(vi) Earnout Payments
2.3(b)
Earnout Period
2.3(a) EBITDA Earnout Payment
2.3(b) ERISA Affiliate
3.16(b) Existing A/R LOC
2.4(a) Existing A/R
2.4(a) Final Net Members'
Equity
2.5(b)(v) Foundation
1st Paragraph Future Claims LOC
2.4(b)(ii)
Indemnified Party
8.4(a) Indemnifying Party
8.4(a) Initial Purchase Price
2.2(a) Intellectual Property
3.15 Interim Net Members' Equity
2.5(a)
Interim Statements
2.5(a) John Russell
1st Paragraph John Russell
Employment Agreement
2.6(b)(iv) June 30 Statements
3.7(a) Leased Real
Property
3.14(b) Litigation Indemnification Agreement
2.6(b)(vii) Material
Contracts
3.9(a) MSC and American Safety Claims
2.4(b)(iii)(1) MSC and
American Safety Reimbursements
2.4(b)(iii)(1) Monthly Treaty Reports
2.4(b)(i) Owned Personal Property
3.13(b) Personal Guarantees
5.15(b)
Personal Property Leases
3.13(a) Pre-Closing Tax Returns
5.8(a) Real
Property Leases
3.14(b) Restricted Area
5.14(c) Revenue Earnout Payment
2.3(b) Seller Indemnitees
8.3(a) Seller Indemnitors
8.2(a) Sellers
1st Paragraph
11
Seller Trusts
1st Paragraph
Special Bonuses
5.10(d)
Straddle Period Tax Returns
5.8(b)(i)
Subscription Agreement
2.6(b)(iii)
Termination Date
7.2
Termination Fee
7.5(a)
Texas Merger
5.1(a)
Thomas Russell Employment Agreement
2.6(b)(v)
Umpire
9.1(a)
Vision
1st Paragraph
Vision Audited Statements
3.7(a)
Vision Benefit Plans
3.16(b)
Vision ERISA Plan
3.16(b)
Vision Financial Statements
3.7(a)
ARTICLE 2
PURCHASE AND SALE OF INTERESTS
Section 2.1 Purchase and Sale of Interests. On the Closing Date, Sellers shall
sell to Buyer, and Buyer shall purchase from Sellers, the Interests, free and
clear of all Liens.
Section 2.2 Purchase Price.
(a) Amount. The aggregate consideration for the Interests shall be the sum of
(i) Twenty Million Dollars ($20,000,000), subject to adjustment as provided in
Section 2.5, payable at Closing (the "Initial Purchase Price"), plus (ii) the
amount of Earnout Payments, if any, that may