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Insurance Book Of Business Purchase Agreement
"I need an Insurance Book of Business Purchase Agreement for acquiring a life and health insurance portfolio in Ontario, with specific provisions for transitioning 2,000+ clients and maintaining existing carrier relationships, planned closing date March 2025."
1. Parties: Identification of the buyer and seller, including full legal names, registration details, and addresses
2. Background: Context of the transaction, nature of the insurance business being sold, and general purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Book of Business', 'Policies', 'Customers', 'Commission Rights', etc.
4. Purchase and Sale: Core transaction terms including the assets being purchased and excluded assets
5. Purchase Price and Payment: Details of the purchase price, payment structure, adjustments, and payment mechanisms
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Representations and Warranties: Statements of fact and assurances from both parties regarding the business, authority to sell, compliance with laws, etc.
8. Covenants: Ongoing obligations of both parties, including transition support and non-competition provisions
9. Client Transition: Process for transferring client relationships and notifying clients
10. Regulatory Compliance: Obligations regarding insurance regulatory requirements and necessary approvals
11. Confidentiality and Privacy: Provisions for handling confidential information and personal data in compliance with PIPEDA
12. Indemnification: Mutual indemnification provisions and liability allocation
13. Termination: Circumstances under which the agreement can be terminated and consequences
14. General Provisions: Standard boilerplate clauses including governing law, notices, amendment process, etc.
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance metrics
2. Employee Matters: Include when the transaction involves transfer of employees
3. Transition Services: Required when seller agrees to provide specific post-closing transition support
4. Insurance Carrier Relationships: Include when specific provisions are needed regarding insurance carrier contracts and relationships
5. Real Estate: Include when physical office locations are part of the transaction
6. Technology Transfer: Used when specific software or technology systems are part of the sale
7. International Provisions: Include when the book of business includes international clients or cross-border elements
1. Schedule A - Purchased Assets: Detailed list of all assets included in the purchase, including client lists, policy details, and commission rights
2. Schedule B - Excluded Assets: List of specific assets excluded from the transaction
3. Schedule C - Purchase Price Calculation: Detailed methodology for calculating the final purchase price, including any adjustments
4. Schedule D - Client List: Complete inventory of clients and policies included in the book of business
5. Schedule E - Carrier Agreements: List of insurance carrier relationships and relevant contracts
6. Schedule F - Required Consents: List of third-party consents required for the transaction
7. Schedule G - Transition Plan: Detailed plan for transitioning clients and business operations
8. Appendix 1 - Form of Client Notice: Template for client notification letters
9. Appendix 2 - Closing Checklist: List of all deliverables and actions required for closing
10. Appendix 3 - Commission Statements: Historical commission statements and projections
Authors
Adjustment Date
Affiliate
Agreement
Applicable Law
Assigned Contracts
Book of Business
Business Day
Carrier Agreements
Closing
Closing Date
Commission Rights
Confidential Information
Customers
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
Insurance Carriers
Insurance Licenses
Insurance Policies
Insurance Regulators
Intellectual Property
Laws
Liabilities
Material Adverse Change
Net Commission Revenue
Personal Information
PIPEDA
Policy Anniversary Date
Policy Renewal
Purchase Price
Purchased Assets
Records
Regulatory Approvals
Renewal Rights
Representatives
Restricted Period
Seller's Knowledge
Territory
Third Party Consents
Transaction
Transition Period
Transition Services
Asset Transfer
Purchase Price
Payment Terms
Closing Conditions
Client Transfer
Regulatory Compliance
Insurance Carrier Relations
Commission Rights
Representations and Warranties
Confidentiality
Data Protection
Privacy Compliance
Non-Competition
Non-Solicitation
Transition Services
Employee Matters
Client Communication
Record Keeping
Intellectual Property
Indemnification
Insurance
Force Majeure
Term and Termination
Assignment
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Survival
Third Party Rights
Client Consent
Regulatory Approval
Business Continuity
Commission Adjustment
Portfolio Transfer
Broker of Record
Insurance
Financial Services
Professional Services
Risk Management
Wealth Management
Employee Benefits
Commercial Insurance
Personal Insurance
Insurance Technology
Legal
Compliance
Finance
Operations
Risk Management
Business Development
Corporate Development
Integration
Client Services
Administration
Regulatory Affairs
Insurance Broker
Insurance Agency Owner
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Compliance Officer
Risk Manager
Legal Counsel
Business Development Manager
Operations Manager
Insurance Agent
Managing Director
Mergers & Acquisitions Director
Integration Manager
Corporate Development Director
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