Buy Sell Agreement (Insurance) Template for Hong Kong

The Buy Sell Agreement (Insurance) is a crucial document used in Hong Kong's insurance sector when transferring ownership of insurance businesses, portfolios, or policies. It is particularly relevant in scenarios of business restructuring, market exit, or strategic acquisition within the insurance industry. The agreement must comply with Hong Kong's stringent regulatory framework, particularly the Insurance Ordinance (Cap. 41) and related regulations. This document typically includes detailed provisions for valuation, transfer mechanics, regulatory approvals, policyholder protection, and operational continuity. It's essential for insurance business transactions in Hong Kong, requiring careful consideration of local regulatory requirements, market practices, and stakeholder interests, including those of existing policyholders and the Hong Kong Insurance Authority.

1. Parties: Identification of all parties to the agreement, including the seller(s) and buyer(s) of the insurance business or policies

2. Background: Context of the agreement, including description of the insurance business or policies being transferred

3. Definitions: Definitions of key terms used throughout the agreement, including insurance-specific terminology

4. Sale and Purchase: Core provisions detailing the transfer of insurance business/policies and consideration

5. Purchase Price and Payment Terms: Details of the purchase price, payment structure, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Completion: Mechanics of completion, including timing, deliverables, and process

8. Seller's Warranties: Warranties regarding the insurance business, compliance, and financial status

9. Buyer's Warranties: Warranties from the buyer, including capacity and regulatory compliance

10. Pre-Completion Obligations: Obligations of parties between signing and completion

11. Regulatory Compliance: Specific provisions ensuring compliance with Hong Kong insurance regulations

12. Confidentiality: Provisions protecting confidential information and trade secrets

13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability