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Buy Sell Life Insurance Agreement
"I need a Buy Sell Life Insurance Agreement for my Lagos-based technology consulting firm with three equal shareholders, where we want to ensure business continuity by requiring life insurance policies of ���500 million each, with completion targeted for March 2025."
1. Parties: Identification of all parties to the agreement including the business owners and the company
2. Background: Context of the agreement, including business ownership details and purpose of the buy-sell arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Obligation: Terms establishing the obligation to purchase shares upon triggering events
5. Life Insurance Policy Requirements: Specifications for required life insurance policies, including coverage amounts and maintenance obligations
6. Triggering Events: Definition and description of events that activate the buy-sell provisions
7. Purchase Price: Method for determining the purchase price of shares and payment terms
8. Insurance Proceeds: Handling and distribution of insurance proceeds upon a triggering event
9. Rights and Obligations: Ongoing rights and obligations of all parties regarding policy maintenance and premium payments
10. Tax Provisions: Treatment of tax implications and responsibilities
11. Representations and Warranties: Standard representations regarding authority, ownership, and compliance
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Disability Provisions: Additional provisions for handling disability-triggered purchases, included when disability insurance is part of the arrangement
2. Cross-Purchase vs. Entity Purchase: Specific structure for purchase mechanism, included when flexibility between different purchase structures is desired
3. Minority Shareholder Provisions: Special provisions protecting minority shareholders, included when there are minority shareholders
4. Family Transfer Exceptions: Provisions allowing transfers to family members under specific conditions, included when family succession is contemplated
5. Mediation Clause: Procedures for mediation before litigation, included when parties want to emphasize alternative dispute resolution
6. Company Right of First Refusal: Gives company first right to purchase shares, included when this additional control mechanism is desired
1. Schedule A - Insurance Policy Details: Details of all insurance policies including policy numbers, insurers, and coverage amounts
2. Schedule B - Valuation Method: Detailed methodology for business valuation and purchase price calculation
3. Schedule C - Ownership Schedule: Current ownership structure and shareholding details
4. Schedule D - Premium Payment Schedule: Allocation of premium payment responsibilities and amounts
5. Appendix 1 - Sample Calculation: Example calculations for purchase price and insurance proceeds distribution
6. Appendix 2 - Required Notices: Forms and templates for required notices under the agreement
Authors
Financial Services
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Real Estate
Agriculture
Energy
Transportation
Consulting
Legal
Finance
Compliance
Risk Management
Corporate Secretariat
Executive Leadership
Business Development
Insurance
Treasury
Corporate Governance
Chief Executive Officer
Managing Director
Business Owner
Company Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Risk Manager
Insurance Manager
Company Secretary
Business Development Manager
Finance Director
Compliance Officer
Partner
Board Member
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