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1. Parties: Identification of all parties to the agreement, including the seller(s) and buyer(s) of the insurance business or policies
2. Background: Context of the agreement, including description of the insurance business or policies being transferred
3. Definitions: Definitions of key terms used throughout the agreement, including insurance-specific terminology
4. Sale and Purchase: Core provisions detailing the transfer of insurance business/policies and consideration
5. Purchase Price and Payment Terms: Details of the purchase price, payment structure, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
7. Completion: Mechanics of completion, including timing, deliverables, and process
8. Seller's Warranties: Warranties regarding the insurance business, compliance, and financial status
9. Buyer's Warranties: Warranties from the buyer, including capacity and regulatory compliance
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Regulatory Compliance: Specific provisions ensuring compliance with Hong Kong insurance regulations
12. Confidentiality: Provisions protecting confidential information and trade secrets
13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Policyholder Protection: Additional provisions for protecting policyholder interests when transferring insurance policies
2. Post-Completion Integration: Provisions dealing with integration of systems and processes after completion
3. Employee Matters: Provisions regarding the transfer of employees if applicable
4. Intellectual Property: Specific provisions for transfer of insurance-related IP if relevant
5. Tax Matters: Specific tax provisions if complex tax implications are involved
6. Non-Competition: Restrictions on seller's future insurance business activities
7. Transition Services: Terms for post-completion support services if required
1. Schedule 1: Insurance Policies: Detailed list and description of insurance policies being transferred
2. Schedule 2: Purchase Price Calculation: Detailed methodology for calculating the purchase price
3. Schedule 3: Completion Deliverables: List of all documents and items to be delivered at completion
4. Schedule 4: Warranties: Detailed warranties relating to the insurance business
5. Schedule 5: Regulatory Approvals: List of required regulatory approvals and status
6. Appendix A: Policy Transfer Forms: Standard forms for transferring individual policies
7. Appendix B: Due Diligence Summary: Summary of key findings from due diligence
8. Appendix C: Transition Plan: Detailed plan for business transition post-completion
Insurance
Financial Services
Reinsurance
Risk Management
Corporate Finance
Professional Services
Banking
Asset Management
Legal
Compliance
Risk Management
Finance
Operations
Corporate Development
Underwriting
Actuarial
Regulatory Affairs
Strategy
Business Development
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Risk Officer
Chief Operating Officer
Head of Legal
Head of Compliance
Insurance Manager
Corporate Lawyer
Risk Manager
Business Development Director
Mergers & Acquisitions Director
Insurance Underwriter
Actuarial Manager
Portfolio Manager
Regulatory Compliance Officer
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