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Buy Sell Agreement (Insurance)
"I need a Buy-Sell Agreement (Insurance) for our Dublin-based tech startup with three founding shareholders, incorporating cross-purchase life insurance policies with a minimum coverage of €2M per shareholder, to be effective from January 2025."
1. Parties: Identification of all parties to the agreement, including the company, shareholders/owners, and any relevant insurance providers
2. Background: Context of the agreement, including the business structure and purpose of the buy-sell arrangement
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including insurance-specific terminology
4. Purchase Events: Detailed description of events triggering the buy-sell provisions (death, disability, retirement, etc.)
5. Insurance Requirements: Specifications for required insurance policies, coverage amounts, and policy maintenance obligations
6. Valuation Method: Agreed method for determining the business value and purchase price
7. Payment Terms: Structure and timing of payments, including insurance proceeds application
8. Rights and Obligations: Detailed responsibilities of each party regarding insurance maintenance and claims
9. Tax Provisions: Treatment of tax implications for insurance proceeds and purchase payments
10. Compliance: Requirements for compliance with Irish insurance and company law
11. Governing Law: Specification of Irish law as governing law and jurisdiction
12. Dispute Resolution: Procedures for resolving disputes under Irish law
13. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Cross-Purchase Provisions: Used when implementing a cross-purchase structure where surviving owners purchase the departing owner's interest directly
2. Entity Purchase Provisions: Used when the company itself will purchase the departing owner's interest
3. Disability Buyout Terms: Include when disability insurance is part of the funding mechanism
4. Family Limited Transfer: Include when allowing limited transfer rights to family members
5. Key Person Provisions: Include when key person insurance is part of the arrangement
6. Competing Business Restrictions: Optional restrictions on post-sale competition
7. Split-Dollar Arrangements: Include when implementing split-dollar insurance funding
1. Schedule A - Insurance Policies: Details of all insurance policies including policy numbers, carriers, coverage amounts
2. Schedule B - Ownership Interests: Current ownership percentages and shares/units held by each owner
3. Schedule C - Valuation Formula: Detailed methodology for business valuation
4. Schedule D - Premium Payment Schedule: Allocation of responsibility for insurance premium payments
5. Appendix 1 - Certificate of Value: Most recent agreed company valuation
6. Appendix 2 - Specimen Insurance Policies: Copy of insurance policy terms and conditions
7. Appendix 3 - Transfer Forms: Pre-agreed forms for executing ownership transfers
8. Appendix 4 - Tax Clearance Certificates: Required Irish tax documentation
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