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The Insurance Book of Business Purchase Agreement is a crucial document used when one insurance provider wishes to acquire the insurance portfolio of another in the Philippines. This agreement is particularly relevant during market consolidation, business expansion, or strategic exits from specific insurance segments. The document must comply with the Insurance Code of the Philippines and related regulations, requiring Insurance Commission approval for the transfer. It typically includes detailed provisions for policy transfer mechanics, premium calculations, claims handling procedures, policyholder communications, and regulatory compliance. The agreement also addresses data privacy considerations under Philippine law, ensuring proper protection of policyholder information during the transfer. This document is essential for maintaining market stability and protecting policyholder interests during insurance portfolio transfers.

1. Parties: Identification of the seller and purchaser of the insurance book of business, including complete legal names and addresses

2. Background: Context of the transaction, brief description of the business being sold, and purpose of the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Book of Business', 'Policies', 'Transfer Date', etc.

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

5. Purchase Price and Payment: Details of the consideration, payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and Insurance Commission consent

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

8. Completion: Process and requirements for completing the transfer of the book of business

9. Post-Completion Obligations: Ongoing obligations after completion, including policyholder notification and service transition

10. Representations and Warranties: Standard and specific warranties regarding the business, policies, and compliance

11. Indemnification: Protection and compensation provisions for breach of agreement terms

12. Confidentiality: Provisions regarding confidential information and data protection

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement