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Cross Purchase Buy Sell Agreement Funded With Life (Insurance) Template for Canada

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Key Requirements PROMPT example:

Cross Purchase Buy Sell Agreement Funded With Life (Insurance)

"I need a Cross Purchase Buy Sell Agreement Funded With Life Insurance for my technology consulting firm based in Ontario, with three equal shareholders, each requiring $2 million in life insurance coverage, to be implemented by March 2025."

Document background
The Cross Purchase Buy Sell Agreement Funded With Life Insurance is a crucial business succession planning tool used by Canadian closely-held businesses and professional practices to ensure smooth ownership transition upon a shareholder's death. This agreement becomes necessary when multiple shareholders wish to ensure that surviving shareholders can purchase a deceased shareholder's interest while providing liquidity to the deceased's estate. The agreement requires each shareholder to maintain life insurance policies on other shareholders, with the death benefit serving as funding for the purchase obligation. It typically includes provisions for valuation methodology, transfer procedures, and insurance policy requirements, all structured to comply with Canadian federal and provincial laws, including relevant tax regulations and insurance legislation. This type of agreement is particularly important for businesses where ownership continuity and control are vital to ongoing operations and success.
Suggested Sections

1. Parties: Identification of all shareholders/owners participating in the agreement

2. Background: Context of the agreement, description of the business, and current ownership structure

3. Definitions: Key terms used throughout the agreement including Purchase Price, Triggering Event, Insurance Proceeds, etc.

4. Purchase and Sale Obligations: Core obligations of shareholders to buy and sell shares upon triggering events

5. Life Insurance Provisions: Requirements for maintaining life insurance policies, ownership, and beneficiary designations

6. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, etc.)

7. Purchase Price Determination: Method for determining the purchase price of shares

8. Payment Terms: Terms for payment of purchase price, including use of insurance proceeds

9. Transfer Procedures: Process for executing the transfer of shares

10. Representations and Warranties: Standard representations about share ownership, authority to enter agreement, etc.

11. Tax Matters: Allocation of tax obligations and treatment of insurance proceeds

12. General Provisions: Standard contract clauses including governing law, amendments, notices, etc.

Optional Sections

1. Disability Buy-Out Provisions: Optional section for purchase obligations triggered by permanent disability

2. Retirement Buy-Out Provisions: Terms for share purchases upon voluntary retirement

3. Right of First Refusal: Procedures for handling third-party offers for shares

4. Alternative Financing Provisions: Methods for funding purchase if insurance proceeds are insufficient

5. Spousal Consent: Required in jurisdictions where spousal rights may affect share transfers

6. Non-Competition Provisions: Restrictions on competing business activities after share sale

7. Tag-Along Rights: Rights of minority shareholders to join in sale of shares

8. Dispute Resolution: Specific procedures for resolving disagreements about valuations or other matters

Suggested Schedules

1. Schedule A - Insurance Policy Details: List of insurance policies, coverage amounts, and beneficiary designations

2. Schedule B - Current Share Ownership: Details of current shareholdings and ownership percentages

3. Schedule C - Valuation Formula: Agreed method for calculating company/share value

4. Schedule D - Purchase Price Calculation: Detailed methodology for determining purchase price

5. Schedule E - Corporate Documents: Relevant corporate documents affecting share transfers

6. Appendix 1 - Share Transfer Forms: Template forms for executing share transfers

7. Appendix 2 - Notice Forms: Standard forms for various required notices under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses



































Relevant Industries

Professional Services

Manufacturing

Technology

Healthcare

Retail

Construction

Family Business

Consulting

Real Estate

Financial Services

Agriculture

Professional Practices

Relevant Teams

Legal

Finance

Executive Leadership

Risk Management

Tax

Corporate Governance

Insurance

Treasury

Compliance

Business Development

Relevant Roles

CEO

Business Owner

Managing Partner

Corporate Director

Chief Financial Officer

General Counsel

Tax Director

Risk Manager

Insurance Manager

Corporate Secretary

Managing Director

Shareholder

Partner

Board Member

Executive Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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