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Buy And Sell Agreement (Insurance)
"I need a Buy and Sell Agreement (Insurance) for transferring a health insurance portfolio of 10,000 policies from our Dutch subsidiary to another local insurer, with completion required by March 2025 to meet DNB regulatory deadlines."
1. Parties: Identification of the contracting parties including the seller, buyer, and any insurance companies or intermediaries involved
2. Background: Context of the transaction and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Description of the insurance policy or portfolio being transferred
5. Purchase Price and Payment Terms: Details of the purchase price, payment schedule, and payment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
7. Representations and Warranties: Statements of fact and assurances by both parties regarding their capacity, authority, and the insurance business
8. Transfer Process: Procedures and requirements for transferring the insurance policies or portfolio
9. Regulatory Compliance: Obligations regarding regulatory approvals and compliance with Dutch insurance laws
10. Data Protection: GDPR compliance and data handling requirements
11. Confidentiality: Obligations regarding confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Transition Services: Details of any transitional services to be provided post-completion, used when the transfer requires operational support
2. Employee Matters: Provisions regarding the transfer of employees, if applicable to the transaction
3. Intellectual Property: IP rights transfer provisions, required when the transaction includes software or branded insurance products
4. Tax Matters: Specific tax provisions and allocations, needed for complex transactions with tax implications
5. Post-Completion Adjustments: Mechanisms for adjusting the purchase price post-completion, used in larger portfolio transfers
6. Broker Relationships: Provisions regarding existing broker relationships, needed when the portfolio includes broker-managed policies
7. Claims Handling: Provisions for handling ongoing and future claims, important for active policy portfolios
8. Reinsurance Arrangements: Details of any reinsurance arrangements being transferred or needed
1. Schedule 1 - Portfolio Details: Detailed list and description of insurance policies being transferred
2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
3. Schedule 3 - Transfer Timeline: Detailed timeline and milestones for the transfer process
4. Schedule 4 - Required Regulatory Approvals: List of required regulatory approvals and associated requirements
5. Schedule 5 - Data Room Index: Index of due diligence materials provided
6. Schedule 6 - Warranties: Detailed warranties specific to the insurance business
7. Appendix A - Form of Transfer Notice: Template for policyholder notification
8. Appendix B - Claims Procedures: Detailed procedures for handling claims during and after transfer
Authors
Insurance
Financial Services
Banking
Asset Management
Risk Management
Professional Services
Healthcare Insurance
Property Insurance
Life Insurance
Reinsurance
Insurance Brokerage
Legal
Compliance
Risk Management
Insurance Operations
Finance
Actuarial
Regulatory Affairs
Business Development
Claims Management
Portfolio Management
Due Diligence
Integration
Product Development
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
Chief Risk Officer
Head of Insurance
Insurance Portfolio Manager
Legal Counsel
Compliance Officer
Actuarial Manager
Insurance Underwriter
Portfolio Administrator
Risk Manager
Insurance Operations Director
Regulatory Affairs Manager
Business Development Director
Insurance Claims Manager
Due Diligence Specialist
Integration Manager
Insurance Product Manager
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