Agreement for sale of insurance company division with reinsurance provision. This agreement is entered into _________[date] by and between _________ insurance company (transferor) and _________ insurance company transferee. Recitals Transferor desires to reinsure with and into transferee all of its insurance business and risks commonly referred to as the A division, which business is not being serviced by and through transferor's division office located at _________. Transferor's A division business consists of the weekly premium life and A & H business, monthly debit ordinary life business, credit life and credit A & H business. Transferor also desires to sell and transfer to transferee its A division office building, automobiles, office equipment, supplies, books, records, agency force and other properties directly related to transferor's A division business. Transferee desires to assume and reinsure all of transferor's A division business, and to indemnify transferor from all liabilities under it, and to purchase and acquire the office building located at _________, and all other properties referrable to transferor's A division business. Therefore, 1. Transferor sells, assigns, cedes to, and reinsures with transferee, as of the effective date of this agreement, all of its A division business, as the same shall exist on the effective date, including the insurance policies representing transferor's A division business, together with all rights and remedies of transferor in and to it, including, by way of enumeration and not of limitation, the right to collect and to receive from the holders of all such policies all payments on account of premiums, loans, interest, or otherwise, which may be or become due by virtue of any such policies and contracts of insurance, including all rights and benefits under any subsisting reinsurance agreements referrable to any risks under such policies and contracts. Transferor, as of the effective date, shall with them transfer, assign, set over and deliver to transferee all policy forms, books, documents, papers, records, files, and everything in anyway pertaining or related to the insurance policies and risks. 2. Transferee assumes and reinsures, as of the effective date of this agreement, all of the policies and contracts of insurance mentioned above, according to their terms, and does agree to accept the transfer, assignment and delivery of all policy forms, books, documents, papers, records, files, and everything in any way pertaining or related to the insurance policies and risks. 3. Transferor shall, as of the effective date of this agreement, sell, assign, transfer, set over and deliver to transferee, and transferee does agree to purchase and acquire, all files, policy forms, supplies, records, books, automobiles, typewriters and other business equipment used or useful in connection with transferor's A division business, including all office furniture, fixtures, adding machines, calculators and all other items of tangible property, belonging to transferor and now located in or at its office building at _________. 4. Transferor agrees to sell, transfer and convey to transferee and transferee agrees to purchase and acquire, the real estate, together with all fixtures and appurtenances to it, located at _________ and more specifically described as _________.
5. The aggregate purchase price to be paid by transferee to transferor for transferor's A division business and related assets being sold and ceded under this agreement to transferee, shall be the sum of $_____ allocated as follows: (a). $_____ for the real estate located at _________. (b). $_____ for the office equipment, furniture, fixtures, typewriters, calculators and similar depreciable assets located in the division offices at _________. (c). $_____ for transferor's A division business reinsured by transferee. 6. Against the aggregate purchase price of $_____ payable by transferee to transferor, as provided in paragraph 5 above, transferee shall be allowed a credit equal to the reserves, as of the effective date of this agreement, required by law or by the terms of the policies, or otherwise required by accepted insurance accounting practices (including appropriate adjustments for gross premiums paid in advance and net due and deferred premiums), on or in connection with the insurance business and risks ceded with this agreement by transferor to transferee. Cash equal to any amount by which the total reserve requirements exceed $_____ shall be paid over by transferor to transferee at the closing under this agreement. The required reserves on such insurance business and risks shall be computed and certified to the parties by _________, consulting actuaries with offices at _________, as soon as is reasonably practicable after the effective date of this agreement. 7. The effective date of this agreement, as to the transfer, assignment and cession of transferor's A division business and the assumption and reinsurance of the business and risks by transferee, shall be _________. 8. For the purpose of effecting the sale and transfer of all items of personal property specified in paragraph 3 of this agreement, and additionally, for the purpose of effecting the transfer of the real estate designated in paragraph 4 of this agreement, the parties shall meet at a closing to be held on or before _________[date], and at such reasonable hour and at such location as may be agreed upon. At the closing, the parties shall perform the following tasks and functions: _________. In addition, transferor shall deliver to transferee at the closing, such other instruments or documents of transfer, assignment and conveyance which in the reasonable opinion of counsel for transferee, shall be required or necessary in order fully to vest in transferee all of the insurance business and assets of transferor being sold and ceded to transferee under this agreement. [Signatures]