Sell And Buy Back Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Sell And Buy Back Agreement

"I need a Sell and Buy Back Agreement for manufacturing equipment worth AED 5 million, with an initial sale in March 2025 and repurchase obligation in September 2025, including specific provisions for equipment maintenance during the interim period."

Document background
The Sell and Buy Back Agreement is a sophisticated financial and legal instrument used in the United Arab Emirates for various commercial and financial purposes. This document type is particularly valuable when parties seek to structure a financing arrangement through a sale and repurchase mechanism, rather than a traditional loan. The agreement comprehensively details the initial sale of assets (which can range from securities to physical assets), the terms of the interim period, and the conditions for repurchase. Governed by UAE law, particularly Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 18 of 1993 (Commercial Code), the agreement must carefully navigate local legal requirements regarding ownership transfer, security interests, and commercial transactions. It is commonly used by financial institutions, investment companies, and commercial entities for liquidity management, financing, or strategic asset management purposes. The document includes specific provisions addressing UAE regulatory requirements, risk allocation, price mechanisms, and default scenarios.
Suggested Sections

1. Parties: Identification of the seller and buyer, including full legal names, registration details, and addresses

2. Background: Context of the transaction, relationship between parties, and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Terms of the initial sale, including asset description, initial purchase price, and completion mechanics

5. Repurchase Obligations: Terms of the buyback, including repurchase price, timing, and completion mechanics

6. Price and Payment Terms: Detailed pricing mechanisms, payment methods, and timing for both sale and repurchase

7. Title and Risk: Transfer of ownership, risk allocation, and responsibilities during the agreement period

8. Representations and Warranties: Standard representations and warranties from both parties regarding capacity, authority, and asset condition

9. Covenants: Ongoing obligations of both parties during the agreement period

10. Security Arrangements: Details of any security or collateral arrangements supporting the transaction

11. Events of Default: Circumstances constituting default and consequences thereof

12. Termination: Circumstances allowing termination and the process for ending the agreement

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Income and Benefits: Required when the assets generate income during the agreement period, specifying how such income is allocated

2. Maintenance and Operation: Needed for agreements involving physical assets requiring maintenance or operation during the agreement period

3. Insurance: Required when specific insurance arrangements are needed for the assets during the agreement period

4. Tax Provisions: Needed when there are specific tax implications requiring detailed treatment

5. Regulatory Compliance: Required when the transaction involves regulated entities or activities

6. Third Party Rights: Needed when third parties may have rights or interests in the assets

7. Force Majeure: Optional clause for dealing with unforeseen circumstances

8. Confidentiality: Required for transactions involving sensitive commercial information

9. Anti-Money Laundering: Required when dealing with financial institutions or high-value transactions

Suggested Schedules

1. Asset Schedule: Detailed description and specification of assets subject to the agreement

2. Pricing Schedule: Detailed calculation methods for initial purchase price and repurchase price

3. Completion Requirements: List of documents and requirements for both sale and repurchase completion

4. Form of Transfer Documents: Template transfer documents for both sale and repurchase

5. Security Documents: Forms of any security documents required for the transaction

6. Notice Forms: Template forms for various notices under the agreement

7. Condition Report: Initial condition report of assets (if physical assets)

8. Required Authorizations: List of required regulatory or third-party authorizations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Asset Management

Real Estate

Manufacturing

Trading

Commodities

Energy

Infrastructure

Investment Companies

Private Equity

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Operations

Corporate Finance

Investment

Asset Management

Commercial

Business Development

Transaction Management

Relevant Roles

Chief Financial Officer

Legal Counsel

Finance Director

Treasury Manager

Investment Manager

Asset Manager

Risk Manager

Commercial Director

Compliance Officer

Transaction Manager

Corporate Finance Manager

Portfolio Manager

Operations Director

Chief Legal Officer

Business Development Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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