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Buy And Sell Agreement Life (Insurance)
"I need a Buy and Sell Agreement Life (Insurance) for my Belgian technology consulting firm with three equal shareholders, where we want to ensure business continuity through life insurance funding if any partner dies or becomes permanently disabled, with policy values automatically adjusting to match our quarterly business valuations."
1. Parties: Identification of all parties to the agreement, including business owners and any corporate entities involved
2. Background: Context of the agreement, including business ownership details and purpose of the buy-sell arrangement
3. Definitions: Key terms used throughout the agreement, including insurance-specific terminology and valuation concepts
4. Purchase Obligation: Core obligations of surviving/remaining owners to purchase and deceased/departing owner's estate to sell
5. Insurance Policy Requirements: Specifications for required life insurance policies, including coverage amounts and policy maintenance
6. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, etc.)
7. Purchase Price: Methods for determining business interest value and payment terms
8. Insurance Proceeds: Handling and distribution of insurance proceeds upon triggering events
9. Policy Owner and Beneficiary Provisions: Designation and obligations of policy owners and beneficiaries
10. Premium Payments: Responsibility for premium payments and consequences of default
11. Transfer Restrictions: Limitations on transfer of business interests and insurance policies
12. Tax Provisions: Treatment of tax implications and allocations
13. Representations and Warranties: Standard declarations regarding authority, ownership, and compliance
14. Term and Termination: Duration of agreement and conditions for termination
15. General Provisions: Standard clauses including governing law, notices, amendments, and dispute resolution
1. Cross-Purchase vs. Entity Purchase: Used when specifying alternative structures for the buy-sell arrangement, depending on chosen approach
2. Disability Provisions: Include when disability insurance is part of the buy-sell funding strategy
3. Right of First Refusal: Optional provisions for handling third-party offers
4. Family Member Provisions: Special terms for transfers to family members, if applicable
5. International Operations: Include for businesses with cross-border activities or international owners
6. Key Person Provisions: Additional terms for key employees who are crucial to business operations
7. Retirement Planning: Special provisions for planned retirement transitions
8. Split-Dollar Arrangements: Used when implementing split-dollar insurance funding
9. Corporate Restructuring: Provisions handling potential corporate reorganizations or mergers
1. Schedule A - Insurance Policy Details: Specific information about each insurance policy, including policy numbers, carriers, and coverage amounts
2. Schedule B - Business Valuation Method: Detailed methodology for calculating business value
3. Schedule C - Current Ownership Structure: Details of current business ownership percentages and classes of shares
4. Schedule D - Premium Payment Schedule: Schedule of insurance premium payments and allocations
5. Appendix 1 - Specimen Insurance Policies: Copies or summaries of insurance policies
6. Appendix 2 - Corporate Resolutions: Relevant corporate authorizations for the agreement
7. Appendix 3 - Tax Opinions: Professional tax advice regarding structure and implications
8. Appendix 4 - Valuation Reports: Current business valuation reports or certificates
9. Appendix 5 - Transfer Forms: Template forms for executing transfers under the agreement
Authors
Professional Services
Manufacturing
Retail
Technology
Construction
Healthcare
Financial Services
Family Businesses
Consulting
Real Estate
Agriculture
Distribution
Hospitality
Transportation
Media and Communications
Legal
Finance
Risk Management
Executive Leadership
Corporate Governance
Tax
Compliance
Treasury
Insurance Administration
Business Development
Corporate Strategy
Business Owner
CEO
Managing Director
CFO
Legal Counsel
Insurance Broker
Risk Manager
Estate Planner
Tax Advisor
Financial Controller
Business Succession Planner
Corporate Secretary
Business Development Director
Partner
Board Member
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