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Buy And Sell Agreement Life (Insurance)
"I need a Buy and Sell Agreement Life (Insurance) for my three-partner medical practice in Auckland, with mandatory purchase obligations upon death or permanent disability, and a fixed valuation method based on previous year's revenue."
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including business relationship between parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Purchase and Sale Obligations: Core provisions outlining the obligation to buy and sell business interests upon triggering events
5. Insurance Policy Requirements: Details of required life insurance policies, coverage amounts, and maintenance obligations
6. Triggering Events: Defines events that activate the buy-sell provisions (death, disability, retirement, etc.)
7. Valuation Method: Specifies how the business interest will be valued when a triggering event occurs
8. Payment Terms: Outlines how and when payment will be made, including use of insurance proceeds
9. Tax Provisions: Addresses tax implications and allocations
10. Notice Requirements: Specifies how and when notices must be given between parties
11. General Provisions: Standard boilerplate clauses including governing law, amendments, and dispute resolution
1. Disability Provisions: Additional provisions specific to disability triggers, used when disability coverage is included
2. Cross-Purchase vs. Entity Purchase: Specific structure of purchase arrangement, included when parties want flexibility in purchase structure
3. Right of First Refusal: Included when parties want additional control over voluntary transfers
4. Family Transfer Exceptions: Used when parties want to allow certain transfers to family members without triggering buy-sell provisions
5. Competing Business Restrictions: Added when parties want to include non-compete provisions
6. Premium Payment Obligations: Detailed provisions about who pays insurance premiums, included when cost-sharing is complex
7. Mandatory Purchase vs. Option: Used when parties want flexibility in purchase obligations
1. Schedule 1 - Insurance Policy Details: Lists specific insurance policies, including policy numbers, insurers, and coverage amounts
2. Schedule 2 - Valuation Formula: Detailed methodology for business valuation
3. Schedule 3 - Ownership Interests: Current ownership percentages and structure
4. Schedule 4 - Premium Payment Schedule: Details of premium payments, including amounts and responsible parties
5. Appendix A - Sample Valuation Certificate: Template for documenting agreed business value
6. Appendix B - Notice Forms: Standard forms for giving various notices under the agreement
7. Appendix C - Transfer Documentation: Template documents for executing transfers of interest
Authors
Business
Business Day
Business Interest
Buy-Sell Event
Commencement Date
Company
Completion
Completion Date
Confidential Information
Deceased Owner
Default Event
Disability
Effective Date
Encumbrance
Fair Market Value
Insured Event
Insured Person
Insurer
Life Insurance Policy
Notice
Owner
Party/Parties
Payment Date
Policy Proceeds
Premium
Purchase Price
Purchaser
Related Company
Remaining Owner
Representative
Sale Interest
Seller
Specified Event
Surviving Owner
Transfer
Triggering Event
Valuation Date
Valuation Method
Working Day
Definitions
Insurance Obligations
Policy Maintenance
Premium Payments
Triggering Events
Purchase Obligation
Sale Obligation
Valuation
Payment Terms
Transfer Mechanics
Notice Requirements
Confidentiality
Non-Competition
Tax Matters
Representations and Warranties
Default
Dispute Resolution
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Governing Law
Jurisdiction
Costs
Further Assurance
Counterparts
Business Continuity
Estate Obligations
Succession Planning
Policy Proceeds Distribution
Cross Purchase Provisions
Entity Purchase Provisions
Professional Services
Manufacturing
Retail
Healthcare
Technology
Construction
Hospitality
Agriculture
Real Estate
Financial Services
Legal
Finance
Executive
Risk Management
Compliance
Corporate Governance
Business Development
Operations
Business Owner
Managing Director
CEO
CFO
General Counsel
Legal Counsel
Business Development Manager
Risk Manager
Insurance Manager
Financial Controller
Company Secretary
Partner
Shareholder
Board Member
Operations Director
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