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Buy And Sell Agreement (Insurance) Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Buy And Sell Agreement (Insurance) is a crucial document used in the Dutch insurance market for transferring insurance policies, portfolios, or entire insurance businesses between parties. This agreement type is particularly relevant when insurance companies are restructuring their portfolios, divesting non-core business lines, or conducting strategic acquisitions. The document must comply with Dutch insurance regulations, particularly the Financial Supervision Act (Wet op het financieel toezicht) and the Dutch Civil Code (Burgerlijk Wetboek). It includes detailed provisions for policyholder protection, regulatory approvals, transfer mechanics, and operational continuity. The agreement typically requires approval from the Dutch National Bank (DNB) and must address specific requirements for different types of insurance products, from life insurance to property and casualty coverage. The document's structure ensures thorough coverage of all aspects of the transfer while maintaining compliance with Dutch and EU insurance regulations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Insurance

Financial Services

Banking

Asset Management

Risk Management

Professional Services

Healthcare Insurance

Property Insurance

Life Insurance

Reinsurance

Insurance Brokerage

Relevant Teams

Legal

Compliance

Risk Management

Insurance Operations

Finance

Actuarial

Regulatory Affairs

Business Development

Claims Management

Portfolio Management

Due Diligence

Integration

Product Development

Corporate Strategy

Relevant Roles

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

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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