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Insurance Agency Book Purchase Agreement
"I need an Insurance Agency Book Purchase Agreement for the acquisition of a small life insurance agency book with approximately 500 clients, where the seller will provide 6 months of transition services and the closing is planned for March 2025."
1. Parties: Identification of buyer and seller, including legal entity details and addresses
2. Background/Recitals: Context of the transaction and current ownership of the insurance book
3. Definitions: Key terms including Book of Business, Policies, Commissions, Customers, etc.
4. Purchase and Sale: Core transaction terms including purchase price and payment terms
5. Closing: Timing and mechanics of the transaction closing
6. Representations and Warranties: Seller's assertions about the business, compliance, and authority
7. Covenants: Ongoing obligations of parties, including transition support
8. Indemnification: Protection against losses and liabilities
1. Employee Matters: Terms relating to transfer of employees - used when employees are being transferred with the book
2. Non-Compete: Restrictions on seller's future business activities - used when protection against competition is required
3. Earn-out Provisions: Additional payments based on future performance - used when part of purchase price is contingent on performance
4. Transition Services: Post-closing support services - used when extended transition period is needed
1. Book of Business Schedule: Detailed listing of all policies and accounts being transferred
2. Commission Schedule: Details of current commission arrangements with carriers
3. Carrier Agreements: List of existing carrier appointments and contracts
4. Employee Schedule: List of transferring employees and their terms (if applicable)
5. Excluded Assets/Liabilities: Items specifically excluded from the transaction
6. Required Consents: List of necessary third-party approvals and consents
7. Transition Services Plan: Detailed plan for post-closing transition (if applicable)
Authors
Agreement
Applicable Law
Assigned Contracts
Book of Business
Business Day
Carrier
Carrier Agreements
Closing
Closing Date
Commission Rights
Commissions
Confidential Information
Customer
Customer Contracts
Customer List
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
Insurance Licenses
Intellectual Property
Law
Laws
Liability
Liabilities
License
Loss
Losses
Material Adverse Effect
Parties
Person
Policy
Policies
Purchase Price
Purchased Assets
Renewal Rights
Representatives
Required Consents
Seller's Knowledge
Subsidiary
Tax
Taxes
Territory
Trade Secrets
Transaction
Transfer Date
Transition Period
Transition Services
Payment Terms
Closing Conditions
Representations and Warranties
Covenants
Transfer of Assets
Client Relationships
Commission Rights
Carrier Relationships
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Regulatory Compliance
Employee Matters
Transition Services
Customer Communication
Books and Records
Intellectual Property
Indemnification
Insurance
Tax Matters
Assignment
Force Majeure
Dispute Resolution
Governing Law
Notice
Amendment
Severability
Entire Agreement
Survival
Third Party Rights
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