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The Buy And Sell Agreement (Insurance) is a specialized legal document used in Belgium for transactions involving the transfer of insurance businesses, portfolios, or assets between insurance entities. This agreement is essential when an insurance company wishes to sell all or part of its insurance business to another licensed insurer, requiring careful consideration of Belgian insurance regulations, particularly the Insurance Act of 2014 and relevant EU directives. The document addresses crucial elements such as portfolio valuation, regulatory approvals, policyholder protection, ongoing claims handling, and compliance requirements. It is specifically designed to ensure a smooth transfer while maintaining regulatory compliance and protecting policyholder interests under Belgian law. The agreement typically requires approval from the Belgian Financial Services and Markets Authority (FSMA) and must address specific requirements for insurance business transfers in the Belgian market.

1. Parties: Identification of the buyer and seller, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including brief description of the insurance business being sold

3. Definitions: Key terms used throughout the agreement, including insurance-specific terminology

4. Sale and Purchase: Core transaction terms, including what is being sold and purchased

5. Purchase Price: Details of the consideration, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Pre-Completion Obligations: Obligations of both parties before completion, including business conduct requirements

8. Completion: Process and requirements for completing the transaction

9. Warranties: Seller's warranties regarding the insurance business, compliance, and financial status

10. Indemnities: Specific indemnities related to insurance claims, liabilities, and regulatory matters

11. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

12. Confidentiality: Provisions regarding confidential information and announcement restrictions

13. Data Protection: GDPR compliance and data handling requirements

14. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction

15. Execution: Signature blocks and execution formalities