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Buy Sell Agreement (Insurance)
"I need a Buy Sell Agreement (Insurance) under Belgian law for our technology consulting firm with three equal shareholders, where we want to ensure business continuity through life insurance policies with a minimum coverage of 鈧2 million per shareholder, including specific provisions for both death and permanent disability."
1. Parties: Identification of all parties to the agreement, including the insurer, policyholder, and any other relevant parties
2. Background: Context of the agreement, including the business relationship and purpose of the insurance-based buy-sell arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including insurance-specific terminology
4. Purchase and Sale Obligations: Core provisions detailing the obligations to purchase and sell under specified trigger events
5. Insurance Policy Requirements: Specifications of required insurance policies, coverage amounts, and maintenance obligations
6. Trigger Events: Comprehensive list of events that activate the buy-sell provisions (death, disability, retirement, etc.)
7. Valuation Mechanism: Method for determining the purchase price of shares or interests, including periodic valuation requirements
8. Payment Terms: Structure and timing of payments, including the role of insurance proceeds
9. Rights and Obligations: Detailed responsibilities of each party regarding insurance maintenance, premium payments, and cooperation
10. Tax Provisions: Treatment of tax implications and responsibilities under Belgian tax law
11. Representations and Warranties: Standard and insurance-specific representations from all parties
12. Term and Termination: Duration of the agreement and circumstances allowing for termination
13. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
14. Notice Provisions: Procedures for providing notices under the agreement
15. Miscellaneous: Standard boilerplate provisions adapted to Belgian law requirements
1. Drag-Along Rights: Optional section for when majority shareholders want the right to force minority shareholders to join in the sale
2. Tag-Along Rights: Optional section for when minority shareholders should have the right to join in a sale by majority shareholders
3. Cross-Purchase vs. Entity Purchase: Required only when the agreement allows for both types of purchase structures
4. Disability Buy-Out Provisions: Detailed section needed only if disability is included as a trigger event
5. Family Transfer Exceptions: Include when transfers to family members should be treated differently
6. Right of First Refusal: Optional section for cases where parties want pre-emptive rights on share transfers
7. International Provisions: Required only if any parties or assets are located outside Belgium
8. Data Protection Provisions: Detailed GDPR compliance section needed if significant personal data processing is involved
1. Schedule 1 - Insurance Policy Details: Specific details of required insurance policies, including types, amounts, and insurers
2. Schedule 2 - Valuation Formula: Detailed methodology for business valuation, including any adjustments or special considerations
3. Schedule 3 - Shareholders/Partners List: Current list of all shareholders or partners and their respective interests
4. Schedule 4 - Premium Payment Schedule: Schedule of insurance premium payments and allocation among parties
5. Appendix A - Sample Notices: Template forms for various required notices under the agreement
6. Appendix B - Valuation Certificate: Template for periodic valuation certificates
7. Appendix C - Transfer Documentation: Standard forms for executing transfers under the agreement
8. Appendix D - Compliance Checklist: Checklist ensuring compliance with Belgian insurance regulations and requirements
Authors
Professional Services
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Risk Management
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Corporate Governance
Treasury
Executive Leadership
Insurance
Business Development
Corporate Affairs
Succession Planning
CEO
CFO
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Managing Partner
Corporate Lawyer
Insurance Manager
Risk Manager
Financial Director
Company Director
Board Member
Compliance Officer
General Counsel
Partnership Manager
Treasury Manager
Business Development Director
Corporate Secretary
Succession Planning Manager
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