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Buy Sell Agreement (Insurance)
"Need to draft a Buy-Sell Agreement (Insurance) for a family-owned manufacturing business in Riyadh with three shareholders, requiring Shariah-compliant life and disability insurance coverage, to be effective from March 2025."
1. Parties: Identification of all parties to the agreement including the insurer, business owners, and any other relevant parties
2. Background: Context of the agreement, including business overview and purpose of the buy-sell arrangement
3. Definitions: Key terms used throughout the agreement, including insurance-specific terminology and Sharia-compliant concepts
4. Purchase Obligations: Core obligations of parties to buy or sell their interests upon trigger events
5. Trigger Events: Specific events that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Insurance Provisions: Details of insurance policies, coverage requirements, and premium responsibilities
7. Valuation Method: Agreed method for determining business value, including periodic review requirements
8. Payment Terms: Structure and timing of payments, ensuring Sharia compliance
9. Regulatory Compliance: Provisions ensuring compliance with Saudi insurance regulations and Sharia principles
10. Notices: Communication requirements and procedures between parties
11. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution procedures
12. Term and Termination: Duration of agreement and circumstances for termination
1. Right of First Refusal: Optional provision giving certain parties priority rights to purchase before others - used when there are multiple owners
2. Disability Provisions: Detailed provisions for handling temporary or permanent disability - included when disability insurance is part of the arrangement
3. Cross-Purchase vs. Entity Purchase: Specific structure of purchase arrangement - included when flexibility in purchase structure is desired
4. Family Member Provisions: Special provisions for family member involvement - relevant for family businesses
5. Non-Competition Clauses: Restrictions on post-sale competition - included when protecting business interests is crucial
6. Tax Considerations: Specific tax planning provisions - included when tax optimization is a key concern
7. Shariah Board Approval: Requirements for Shariah board review and approval - included for explicitly Shariah-compliant structures
1. Schedule 1 - Insurance Policy Details: Specific details of insurance policies, including coverage amounts and terms
2. Schedule 2 - Valuation Formula: Detailed methodology for business valuation
3. Schedule 3 - Current Business Valuation: Most recent agreed valuation of the business
4. Schedule 4 - Ownership Structure: Current ownership percentages and structure
5. Schedule 5 - Premium Payment Schedule: Details of insurance premium payments and responsibilities
6. Appendix A - Required Regulatory Forms: Forms required by Saudi regulators for insurance-related transactions
7. Appendix B - Shariah Compliance Certificate: Documentation of Shariah compliance review and approval
8. Appendix C - Death Benefits Distribution: Specification of how death benefits are to be distributed in accordance with Shariah law
Authors
Applicable Law
Authorized Representative
Beneficiary
Business Day
Business Interest
Buy-Sell Event
Company
Completion Date
Confidential Information
Cooperative Insurance
Death Benefit
Disability
Effective Date
Encumbrance
Fair Market Value
Force Majeure
Governing Law
Insurance Policy
Insurance Proceeds
Insured Event
Insurer
Life Insurance
Material Adverse Change
Notice
Owner
Party/Parties
Payment Date
Policy Proceeds
Premium
Purchase Price
Purchase Rights
Qualified Appraiser
Regulatory Authority
SAMA
Seller
Shariah Board
Shariah Compliant
Succession Event
Takaful
Territory
Transfer
Trigger Event
Valuation Date
Valuation Method
Definitions and Interpretation
Purchase Obligation
Insurance Coverage
Trigger Events
Valuation
Payment Terms
Insurance Premium Obligations
Regulatory Compliance
Shariah Compliance
Death Benefits
Disability Provisions
Transfer Restrictions
Right of First Refusal
Business Continuity
Corporate Approvals
Representations and Warranties
Confidentiality
Force Majeure
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Dispute Resolution
Governing Law
Succession
Tax Provisions
Costs and Expenses
Term and Termination
Insurance
Financial Services
Professional Services
Family Business
Manufacturing
Retail
Healthcare
Technology
Real Estate
Construction
Legal
Finance
Compliance
Risk Management
Corporate Governance
Insurance Operations
Executive Leadership
Corporate Planning
Shariah Advisory
Corporate Services
Chief Executive Officer
Chief Financial Officer
Business Owner
Managing Director
Insurance Manager
Risk Manager
Compliance Officer
Legal Counsel
Shariah Compliance Officer
Corporate Secretary
Finance Director
Business Succession Planner
Insurance Broker
Corporate Governance Officer
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