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Buy Sell Agreement (Insurance)
"I need a Buy-Sell Agreement (Insurance) for my family-owned manufacturing business in Manila, where three siblings are equal shareholders, with life insurance policies of 10M PHP each to be put in place by March 2025, including specific provisions for voluntary retirement and transfer restrictions to non-family members."
1. Parties: Identifies all parties to the agreement including business owners/partners and their details
2. Background: Sets out the context of the agreement, including business ownership structure and purpose of the arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale Obligation: Core provisions establishing the obligation to buy and sell shares upon triggering events
5. Triggering Events: Defines events that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Insurance Funding: Details of the insurance policies, coverage requirements, and premium payment obligations
7. Valuation Method: Agreed method for determining the purchase price of shares
8. Payment Terms: Structure and timing of payments for share purchases
9. Policy Ownership and Beneficiary Designation: Specifies ownership structure of insurance policies and beneficiary arrangements
10. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority
11. General Provisions: Standard contractual provisions including governing law, notices, amendments
1. Cross-Purchase vs. Entity Purchase: Used when parties need to specify whether the agreement follows a cross-purchase or entity purchase structure
2. Disability Buy-Out Provisions: Detailed provisions for disability-triggered purchases, used when disability coverage is included
3. Right of First Refusal: Used when parties want to restrict voluntary transfers to third parties
4. Family Transfer Exceptions: Used when allowing certain transfers to family members without triggering buy-sell provisions
5. Competing Business Restrictions: Used when including non-compete provisions for selling shareholders
6. Tag-Along Rights: Used in cases where minority shareholders need protection in sale scenarios
7. Mandatory Retirement Provisions: Used when including retirement as a triggering event
1. Schedule A - Current Ownership Structure: Details of current shareholding and ownership percentages
2. Schedule B - Insurance Policy Details: Specific information about each insurance policy including policy numbers, coverage amounts, and carriers
3. Schedule C - Valuation Formula: Detailed methodology for business valuation
4. Schedule D - Sample Calculations: Examples of how the valuation formula works in practice
5. Appendix 1 - Certificate of Insurance: Copies of insurance certificates for all policies
6. Appendix 2 - Specimen Share Transfer Forms: Template forms for executing share transfers
7. Appendix 3 - Medical Information Release Forms: Authorization forms for release of medical information for insurance purposes
Authors
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Financial Services
Real Estate
Agriculture
Transportation
Family Businesses
Small and Medium Enterprises
Legal
Finance
Compliance
Risk Management
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Insurance Administration
Shareholder Relations
CEO
Managing Director
Business Owner
Partner
Chief Financial Officer
Corporate Secretary
General Counsel
Risk Manager
Insurance Manager
Compliance Officer
Business Development Director
Finance Director
Board Member
Shareholder Relations Manager
Corporate Governance Officer
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