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and expenses of any and every nature whatsoever (including attorney's fees and other
costs) resulting from (a) any and all errors and omissions claims arising out of or with
respect to insurance policies placed or which should have been placed by Seller prior to
the effective date, (b) the operation and conduct of Seller’s or Agency’s business prior to
the effective date hereunder, (c) any other obligations or liabilities of the Seller or Agency,
and/or (d) any breach by Seller of any of the obligations, agreements, covenants,
provisions, representations or warranties made by Seller herein or in any other agreement
or document. Buyer shall have no obligation or duty to detect or discover latent errors and
omissions of Seller or Agency (including their agents, servants and employees) with
respect to insurance business placed or which should have been placed by Seller prior to
the Effective Date of this Agreement; and Seller shall indemnify, defend or hold Buyer
harmless of any claim with respect to such errors and omissions.
16. BUYER’S INDEMNIFICATION OF SELLER. Buyer hereby agrees to indemnify,
reimburse, hold harmless and defend Seller from any and all debts, claims, taxes, costs
and expenses of any and every nature whatsoever (including attorney's fees) resulting
from (a) its operation and conduct of Buyer’s business following the effective date, (b) any
other financial obligations or liabilities of Buyer, and (c) any breach by Buyer of any of the
obligations, agreements, representations or warranties made by Buyer herein or in any
other agreement or document.
17. NOTICE OF CLAIM. In the event a claim shall be made against Buyer or the Assets
acquired by Buyer hereunder, due to the actions of Seller or on account of a breach by
Seller of any of the terms and conditions hereof, then Buyer shall notify Seller within five
(5) days of receipt of such notice, and upon the failure by Seller within fifteen (15) days of
notice of such claim, to assume the defense of such claim, Buyer shall be permitted and
entitled to defend, settle and pay said claim on its own. The reasonable cost of any such
defense, judgment or settlement, including expenses incurred by Buyer, shall be the
responsibility of Seller.
18. BUYER'S RIGHT OF OFFSET. Any sums which Seller may owe to Buyer hereunder,
whether on account of the obligation to indemnify Buyer for certain actions or on account
of any breach of warranty, representation or covenant herein contained or provided for, or
on account of premiums or commissions which Buyer may be required to pay or allow,
which premiums or commissions are the obligation of Seller, may be offset by Buyer
against any and all sums which Buyer may owe to Seller hereunder; provided, however,
such right of offset shall not relieve Seller of their obligation to indemnify or reimburse
Buyer, as aforesaid, but shall be only as a matter of convenience for Buyer should it elect
to make such offset in whole or in part.
19. PROTECTIVE AND RESTRICTIVE COVENANTS. In recognition of the fact that Seller
has been engaged in a personal service business involving confidential information and
personal relationships with insureds, the success of which business is in large part due to
the exclusive retention of confidential information and continuation of such personal
relationships with customers and prospects, Seller does hereby covenant and agree as
follows and acknowledges that the following covenants are reasonable and necessary for
the protection of Buyer and may be enforced to the extent set forth herein or to such
extent as a court of appropriate jurisdiction may deem reasonable and proper.
(a) All information concerning the Accounts or Policies being acquired under this
Agreement, including expiration data in connection therewith, is confidential
information constituting trade secrets and will be treated as such; and Seller will
not, from the effective date, directly or indirectly, make use of such information for