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Buy Sell Agreement (Insurance) Template for Netherlands

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Key Requirements PROMPT example:

Buy Sell Agreement (Insurance)

"I need a Buy Sell Agreement (Insurance) for the acquisition of a Dutch life insurance portfolio valued at €50M, with completion planned for March 2025, including provisions for policyholder protection and portfolio transition services."

Document background
The Buy Sell Agreement (Insurance) is a specialized legal document used in the Netherlands for transferring insurance businesses, portfolios, or assets between insurance companies. This agreement is particularly important in scenarios of business restructuring, market exit, or strategic expansion in the Dutch insurance sector. The document must comply with the Dutch Financial Supervision Act (Wft), which requires specific regulatory approvals from De Nederlandsche Bank (DNB) and addresses policyholder protection measures. The agreement typically includes detailed provisions for portfolio valuation, risk assessment, regulatory compliance, and transition arrangements. It is designed to ensure a smooth transfer of insurance obligations while maintaining regulatory compliance and protecting policyholder interests under Dutch and EU law.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any other relevant parties to the agreement

2. Background: Context of the transaction, including brief description of the insurance business/portfolio being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be met before closing, including regulatory approvals

7. Pre-Completion Obligations: Obligations of parties between signing and closing, including business conduct requirements

8. Completion: Process and requirements for closing the transaction

9. Post-Completion Obligations: Obligations after closing, including transition services and policyholder communications

10. Warranties and Representations: Statements of fact and assurances from both parties

11. Insurance Portfolio Specifics: Details about the insurance policies, risks, and portfolio characteristics

12. Regulatory Compliance: Compliance with Dutch and EU insurance regulations

13. Indemnification: Provisions for compensation in case of breaches or claims

14. Confidentiality: Provisions regarding confidential information and its protection

15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

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

Optional Sections

1. Employee Matters: Provisions regarding transfer of employees, if applicable to the transaction

2. Intellectual Property: Specific provisions for IP transfer if the insurance business includes significant IP assets

3. Real Estate: Provisions regarding any real estate assets included in the transaction

4. Tax Matters: Specific tax provisions if there are complex tax implications

5. Competition Compliance: Additional provisions if the transaction requires competition authority approval

6. Transition Services: Detailed transition arrangements if post-completion services are required

7. Broker Relationships: Provisions regarding insurance broker relationships if relevant

8. Data Protection: Extended GDPR compliance provisions if significant personal data is involved

9. Force Majeure: Provisions for unforeseen circumstances affecting the transaction

Suggested Schedules

1. Insurance Portfolio Schedule: Detailed list and description of insurance policies being transferred

2. Purchase Price Calculation: Detailed methodology for calculating and adjusting the purchase price

3. Warranties: Detailed warranties given by the seller

4. Excluded Assets and Liabilities: List of assets and liabilities excluded from the transaction

5. Required Regulatory Approvals: List of regulatory approvals needed for completion

6. Intellectual Property Rights: Detailed list of IP rights included in the transfer

7. Employee Information: Details of any employees being transferred

8. Material Contracts: List and copies of material contracts being transferred

9. Data Room Index: Index of due diligence materials provided

10. Completion Deliverables: List of documents and items to be delivered at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions























































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Relevant Industries

Insurance

Financial Services

Reinsurance

Banking

Asset Management

Professional Services

Risk Management

Corporate Finance

Relevant Teams

Legal

Finance

Risk Management

Compliance

Actuarial

Operations

Corporate Development

Regulatory Affairs

Integration

Due Diligence

Portfolio Management

Insurance Operations

Strategy

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Risk Officer

General Counsel

Head of Mergers & Acquisitions

Insurance Portfolio Manager

Compliance Officer

Actuarial Director

Legal Counsel

Risk Manager

Corporate Development Director

Insurance Operations Director

Regulatory Affairs Manager

Portfolio Transfer Manager

Integration Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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