ASI » Topics » MISCELLANEOUS

These excerpts taken from the ASI 10-K filed Mar 17, 2008.
Miscellaneous.It is intended that any compensation, benefits or other remuneration which is provided pursuant to or in connection with the Plan which is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. The Committee is authorized to amend any Agreement and to amend or declare void any election by a Participant as may be determined by it to be necessary or appropriate to evidence or further evidence required compliance with Section 409A of the Code. The Plan shall be governed by the laws of Bermuda.

 

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Miscellaneous.It is
intended that any compensation, benefits or other remuneration which is provided pursuant
to or in connection with the Plan which is considered to be nonqualified deferred
compensation subject to Section 409A of the Code shall be provided and paid in a manner,
and at such time and in such form, as complies with the applicable requirements of Section
409A of the Code to avoid the unfavorable tax consequences provided therein for
non-compliance. The Committee is authorized to amend any Agreement and to amend or declare
void any election by a Participant as may be determined by it to be necessary or
appropriate to evidence or further evidence required compliance with Section 409A of the
Code. The Plan shall be governed by the laws of Bermuda.



 




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EX-11
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exhibit11.htm










 



These excerpts taken from the ASI 8-K filed Nov 22, 2005.

MISCELLANEOUS

3.1.             Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, international courier or delivered by hand against written receipt therefor, or by facsimile transmission and confirmed by telephone, to the following addresses, or such other address as may be furnished to the other parties as herein provided:

To the Offerors:

American Safety Holdings Corp.

1845 The Exchange, Suite 200

Atlanta, Georgia 30339

Attention: Steven B. Mathis, Treasurer

Telecopier: 770-980-0628

To the Purchaser:

Keefe, Bruyette & Woods, Inc.

787 7th Avenue, 4th Floor

New York, New York 10019

Telecopier: 212-887-7777

Attention: Mitchell Kleinman, General Counsel

Unless otherwise expressly provided herein, notices shall be deemed to have been given on the date of mailing, except notice of change of address, which shall be deemed to have been given when received.

3.2.             This Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

3.3.             Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall become a binding obligation of the Purchaser with respect to the purchase of Capital Securities as herein provided.

3.4.             Notwithstanding anything expressed or implied to the contrary, each Purchaser of Capital Securities (and each employee, representative, or other agent of a Purchaser) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Purchaser relating to such U.S. tax treatment and U.S. tax structure as such terms are defined in Treasury Regulation Section 1.6011-4; provided, that any such disclosure of the U.S. tax treatment and U.S. tax structure and materials related thereto may not be made (i) in a manner that would constitute an offer to sell or

 

 

NYC 580804.3 07935 00429

4

 

 

the solicitation of an offer to buy the Capital Securities offered herein under applicable securities laws or (ii) when nondisclosure is reasonably necessary to comply with applicable securities laws. This authorization of tax disclosure is retroactively effective to the commencement of the first discussions between the parties regarding the transactions contemplated herein.

3.5.             PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE TRUST, THE PURCHASER AND THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, THE TRUST), HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF THE TRUST, THE PURCHASER AND THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, THE TRUST), IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

3.6.             The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

3.7.             This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

3.8.             In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the Offerors’ and the Purchaser’s rights and privileges shall be enforceable to the fullest extent permitted by law.

Signatures appear on the following page

 

 

NYC 580804.3 07935 00429

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MISCELLANEOUS

Section 8.1

Successors and Assigns.

All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Capital Securities then outstanding. Except in connection with any merger or consolidation of the Guarantor with or into another entity or any sale, transfer or lease of the Guarantor’s assets to another entity, in each case, to the extent permitted under the Indenture, the Guarantor may not assign its rights or delegate its obligations under this Guarantee without the prior approval of the Holders of at least a Majority in liquidation amount of the Capital Securities.

Section 8.2

Amendments.

Except with respect to any changes that do not adversely affect the rights of Holders of the Capital Securities in any material respect (in which case no consent of Holders will be required), this Guarantee may be amended only with the prior approval of the Holders of not less than a Majority in liquidation amount of the Capital Securities and the Guarantor. The provisions of the Declaration with respect to amendments thereof apply to the giving of such approval.

Section 8.3

Notices.

All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:

(a)     If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth below (or such other address as the Guarantee Trustee may give notice of to the Holders of the Capital Securities and the Guarantor):

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1600

Attention: Corporate Trust Administration

Telecopy: 302-636-4140

(b)    If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Capital Securities and to the Guarantee Trustee):

American Safety Holdings Corp.

1845 The Exchange, Suite 200

 

 

Atlanta, Georgia 30339

Attention: Steven B. Mathis, Treasurer

Telecopy: 770-980-0628

(c)     If given to any Holder of the Capital Securities, at the address set forth on the books and records of the Issuer.

All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 8.4

Benefit.

This Guarantee is solely for the benefit of the Beneficiaries and, subject to Section 2.1(a), is not separately transferable from the Capital Securities.

Section 8.5

Governing Law.

(a)PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT WITH RESPECT TO AUTHORIZATION AND EXECUTION BY OR ON BEHALF OF THE COMPANY WHICH ARE REQUIRED TO BE GOVERNED BY THE LAWS OFGEORGIA.

(b)    The Guarantor agrees that any legal action, suit or proceeding against it arising out of or related to this Guarantee may be brought in any United States Federal or New York State court in the Borough of Manhattan, The City of New York, State of New York (a “New York Court”) and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the aforementioned courts, in personam, generally and unconditionally, with respect to any suit, action or proceeding in connection with or arising out of this Guarantee for itself and its respective properties, assets and revenues. The Guarantor agrees that a final unappealable judgment in any action or proceeding arising out of or relating to this Guarantee shall be conclusive and may be enforced in any other jurisdiction otherwise having jurisdiction over the Guarantor by suit on the judgment or in any other manner provided by law. The Guarantor irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of this Agreement or the transactions contemplated hereby which is instituted in any New York Court.

(c)     The Guarantor designates and appoints CT Corporation System in New York, New York as its authorized agent (the “Authorized Agent”) upon which process may be served in any such action arising out of or relating to this Guarantee which may be instituted in any New York Court by the Guarantee Trustee or the Holders, in accordance with legal procedures prescribed for such courts, expressly consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Guarantor represents and warrants that its Authorized Agent has agreed to act as said agent for service of process and the Guarantor agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service of process to it shall be deemed, in every respect, effective service of process upon the Guarantor. Nothing herein shall in any way be deemed to limit the ability of the Guarantee Trustee or the Holders to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Guarantor or bring actions, suits or proceedings against the Guarantor in such other jurisdictions, and in such manner, as may be permitted by applicable law.

Section 8.6

Counterparts.

This Guarantee may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument.

 

 

Section 8.7

Separability.

In case one or more of the provisions contained in this Guarantee shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Guarantee, but this Guarantee shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

MISCELLANEOUS

Section 8.1

Successors and Assigns.

All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Debentures and the Capital Securities then outstanding. Except in connection with any merger or consolidation of the Guarantor with or into another entity or any sale, transfer or lease of the Guarantor's assets to another entity, in each case, to the extent permitted under Section 8.2, the Guarantor may not assign its rights or delegate its obligations under this Guarantee without the prior approval of the Majority of the Holders of Debentures and Capital Securities.

Section 8.2

Company May Consolidate, etc., on Certain Terms.

Nothing contained in this Guarantee shall prevent any consolidation or merger of the Guarantor with or into any other Person (whether or not affiliated with the Guarantor) or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Guarantor or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Guarantor, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Guarantor hereby covenants and agrees that, upon any such consolidation, merger (where the Guarantor is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of the any and all obligations of the Guarantor under this Guarantee and the performance and observance of all the covenants and conditions of this Guarantee to be kept or performed by the Guarantor, shall be expressly assumed in a guarantee satisfactory in form to the Guarantee Trustee executed and delivered to the Guarantee Trustee by the entity formed by such consolidation, or into which the Guarantor shall have been merged, or by the entity which shall have acquired such property or capital stock.

Section 8.3

Amendments.

Except with respect to any changes that do not adversely affect the rights of Holders of the Debentures or the Capital Securities in any material respect (in which case no consent of Holders will be required), this Guarantee may be amended only with the prior approval of the Majority of the Holders of Debentures and Capital Securities and the Guarantor. The provisions of the Declaration with respect to amendments thereof apply to the giving of such approval.

Section 8.4

Notices.

All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:

 

 

(a)               If given to the Guarantee Trustee, at the Guarantee Trustee's mailing address set forth below (or such other address as the Guarantee Trustee may give notice of to the Holders of Debentures and the Holders of the Capital Securities and the Guarantor):

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Telecopy: 302-636-4140

(b)               If given to the Guarantor, at the Guarantor's mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Debentures and the Capital Securities and to the Guarantee Trustee):

American Safety Insurance Holdings, Ltd.

c/o American Safety Holdings Corp.

1845 The Exchange

Atlanta, Georgia 30339

Attention: Steven B. Mathis

Telecopy: 770-908-0628

 

(c)               If given to any Holder of the Debentures and the Capital Securities, at the address set forth on the books and records of the Indenture Trustee and Issuer, respectively.

All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 8.5

Benefit.

This Guarantee is solely for the benefit of the Beneficiaries and, subject to Section 2.1(a), is not separately transferable from the Debentures and the Capital Securities.

Section 8.6

Governing Law.

(a)               PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS, EXCEPT WITH RESPECT TO AUTHORIZATION AND EXECUTION BY OR ON BEHALF OF THE GUARANTOR WHICH ARE REQUIRED TO BE GOVERNED BY THE LAWS OF THE BERMUDA.

(b)               The Guarantor agrees that any legal action, suit or proceeding against it arising out of or related to this Guarantee may be brought in the United States federal courts located in

 

the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan (each a "New York Court") and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of the aforementioned courts, in personam, generally and unconditionally, with respect to any suit, action or proceeding in connection with or arising out of this Guarantee for itself and its respective properties, assets and revenues. The Guarantor agrees that a final unappealable judgment in any action or proceeding arising out of or relating to this Guarantee shall be conclusive and may be enforced in any other jurisdiction otherwise having jurisdiction over the Guarantor by suit on the judgment or in any other manner provided by law. The Guarantor irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including immunity to pre-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of this Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any foreign court.

(c)               The Guarantor designates and appoints CT Corporation System in New York City as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or relating to this Guarantee which may be instituted in any New York Court by the Guarantee Trustee or the Holders, in accordance with legal procedures prescribed for such courts, expressly consents to the non-exclusive jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Guarantor represents and warrants that its Authorized Agent has agreed to act as said agent for service of process and the Guarantor agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service of process to it shall be deemed, in every respect, effective service of process upon the Guarantor. Nothing herein shall in any way be deemed to limit the ability of the Guarantee Trustee or the Holders to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Guarantor or bring actions, suits or proceedings against the Guarantor in such other jurisdictions, and in such manner, as may be permitted by applicable law.

Section 8.7

Counterparts.

This Guarantee may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument.

Section 8.8

Separability.

In case one or more of the provisions contained in this Guarantee shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Guarantee, but this Guarantee shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

Signatures appear on the following page

 

 

THIS GUARANTEE is executed as of the day and year first above written.

MISCELLANEOUS

3.1.             Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, international courier or delivered by hand against written receipt therefor, or by facsimile transmission and confirmed by telephone, to the following addresses, or such other address as may be furnished to the other parties as herein provided:

To the Offerors:

American Safety Holdings Corp.

1845 The Exchange, Suite 200

Atlanta, Georgia 30339

Attention: Steven B. Mathis, Treasurer

Telecopier: 770-980-0628

To the Purchaser:

Keefe, Bruyette & Woods, Inc.

787 7th Avenue, 4th Floor

New York, New York 10019

Telecopier: 212-887-7777

Attention: Mitchell Kleinman, General Counsel

Unless otherwise expressly provided herein, notices shall be deemed to have been given on the date of mailing, except notice of change of address, which shall be deemed to have been given when received.

3.2.             This Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

3.3.             Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall become a binding obligation of the Purchaser with respect to the purchase of Capital Securities as herein provided.

3.4.             Notwithstanding anything expressed or implied to the contrary, each Purchaser of Capital Securities (and each employee, representative, or other agent of a Purchaser) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated by this Agreement and all materials of any kind

 

(including opinions or other tax analyses) that are provided to the Purchaser relating to such U.S. tax treatment and U.S. tax structure as such terms are defined in Treasury Regulation Section 1.6011-4; provided, that any such disclosure of the U.S. tax treatment and U.S. tax structure and materials related thereto may not be made (i) in a manner that would constitute an offer to sell or the solicitation of an offer to buy the Capital Securities offered herein under applicable securities laws or (ii) when nondisclosure is reasonably necessary to comply with applicable securities laws. This authorization of tax disclosure is retroactively effective to the commencement of the first discussions between the parties regarding the transactions contemplated herein.

3.5.             PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE TRUST, THE PURCHASER AND THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, THE TRUST), HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF THE TRUST, THE PURCHASER AND THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION, THE TRUST), IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

3.6.             The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

3.7.             This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

3.8.             In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the Offerors’ and the Purchaser’s rights and privileges shall be enforceable to the fullest extent permitted by law.

Signatures appear on the following page

 

 

These excerpts taken from the ASI 8-K filed Mar 21, 2005.

11.    MISCELLANEOUS.

(a)    Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto with regard to the subject matter hereof, and supersedes all prior promises, representations, inducements, understandings and agreements between the parties, whether written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.

(b)    Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any corporation with which or into which any corporate party or any successor or subsidiary may be merged or which may succeed to its assets or business, although the obligations of the Employee are personal and may be performed only by such person.

(c)    Headings.     The headings or captions of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

(d)    Severability.     The provisions of this Agreement are severable, and invalidity of any provision shall not affect the validity of any other provision.

(e)    Governing Law and Venue. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Georgia, notwithstanding any state’s choice of law rules to the contrary. Further, the parties hereto express and agree that any and all action concerning any dispute arising under this Agreement shall be filed and maintained only in a state or federal court sitting in the counties of Fulton or Cobb in the State of Georgia, and each party hereby consents and submits to the jurisdiction and venue of such state or federal court.

(f)    Waiver.     The waiver by a party of any breach of this Agreement by the other party shall not be effective unless in writing, and no such waiver shall operate or be construed as the waiver of the same or another breach on a subsequent occasion.

(g)    Attorney’s Fees. In the event litigation shall be necessary to enforce, interpret, or rescind the provisions of this Agreement or relating to matters set forth herein, the prevailing party shall be entitled to recover from the adverse party, in addition to such other relief, the prevailing party’s reasonable attorney’s fees for services before trial, on trial, and on any appeal therefrom.

(h)    Construction.     This Agreement is the product of negotiation of and preparation by and among each party. Therefore, the parties acknowledge and agree that this Agreement shall not be deemed prepared or drafted by one party or the other and should be construed accordingly.

(i)    Singular; Gender. Unless the content otherwise requires, whatever used in this Agreement, the singular shall also include the plural, the plural shall include the singular, and the masculine gender shall include the neuter and feminine gender, and vice versa.

(j)    Counterparts.     This Agreement may be executed in counterparts, all of which when taken together shall together constitute one and the same document.

(k)    Recitals.     The recitals set forth at the beginning of this Agreement are incorporated by reference in, and made part of, this Agreement.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a sealed instrument as of March 21, 2005.

COMPANY:                                                   EMPLOYEE:

AMERICAN SAFETY INSURANCE SERVICES, INC.


By:/s/David V. Brueggen                                   /s/ Stephen R. Crim
                                                          STEPHEN R. CRIM
Title:Board of Director


11.    MISCELLANEOUS.

(a)    Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto with regard to the subject matter hereof, and supersedes all prior promises, representations, inducements, understandings and agreements between the parties, whether written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.

(b)    Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any corporation with which or into which any corporate party or any successor or subsidiary may be merged or which may succeed to its assets or business, although the obligations of the Employee are personal and may be performed only by such person.

(c)    Headings.     The headings or captions of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

(d)    Severability.     The provisions of this Agreement are severable, and invalidity of any provision shall not affect the validity of any other provision.

(e)    Governing Law and Venue. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Georgia, notwithstanding any state’s choice of law rules to the contrary. Further, the parties hereto express and agree that any and all action concerning any dispute arising under this Agreement shall be filed and maintained only in a state or federal court sitting in the counties of Fulton or Cobb in the State of Georgia, and each party hereby consents and submits to the jurisdiction and venue of such state or federal court.

(f)    Waiver.     The waiver by a party of any breach of this Agreement by the other party shall not be effective unless in writing, and no such waiver shall operate or be construed as the waiver of the same or another breach on a subsequent occasion.

(g)    Attorney’s Fees. In the event litigation shall be necessary to enforce, interpret, or rescind the provisions of this Agreement or relating to matters set forth herein, the prevailing party shall be entitled to recover from the adverse party, in addition to such other relief, the prevailing party’s reasonable attorney’s fees for services before trial, on trial, and on any appeal therefrom.

(h)    Construction.     This Agreement is the product of negotiation of and preparation by and among each party. Therefore, the parties acknowledge and agree that this Agreement shall not be deemed prepared or drafted by one party or the other and should be construed accordingly.

(i)    Singular; Gender. Unless the content otherwise requires, whatever used in this Agreement, the singular shall also include the plural, the plural shall include the singular, and the masculine gender shall include the neuter and feminine gender, and vice versa.

(j)    Counterparts.     This Agreement may be executed in counterparts, all of which when taken together shall together constitute one and the same document.

(k)    Recitals.     The recitals set forth at the beginning of this Agreement are incorporated by reference in, and made part of, this Agreement.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a sealed instrument as of March 21, 2005.

COMPANY:                                                         EMPLOYEE:

AMERICAN SAFETY INSURANCE SERVICES, INC.


By: /s/ David V. Brueggen                                        /s/ Joseph D. Scollo, Jr.
                                                                Joseph D. Scollo, Jr.
Title:Board of Director



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