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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."
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
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
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
Asset
Business Day
Completion
Completion Date
Default Event
Default Interest Rate
Encumbrance
Initial Purchase Price
Initial Sale
Initial Sale Date
Loss
Market Value
Material Adverse Effect
Parties
Payment Date
Permitted Encumbrance
Price Differential
Purchase Price
Regulatory Authority
Relevant Jurisdiction
Repurchase Date
Repurchase Notice
Repurchase Obligation
Repurchase Price
Sale Assets
Sale Period
Security Interest
Seller's Warranties
Specified Location
Tax
Term
Transaction
Transaction Documents
Transfer
UAE
Valuation Date
Value Date
Working Hours
Sale and Purchase
Purchase Price
Completion
Repurchase Obligation
Repurchase Price
Title Transfer
Risk Allocation
Asset Maintenance
Security
Representations and Warranties
Covenants
Income and Benefits
Events of Default
Consequences of Default
Payment Mechanics
Set-off
Tax
Costs and Expenses
Further Assurance
Assignment and Transfer
Notices
Amendments
Severability
Confidentiality
Force Majeure
Regulatory Compliance
Anti-Money Laundering
Governing Law
Dispute Resolution
Entire Agreement
Counterparts
Third Party Rights
Waiver
Time of Essence
Financial Services
Banking
Asset Management
Real Estate
Manufacturing
Trading
Commodities
Energy
Infrastructure
Investment Companies
Private Equity
Legal
Finance
Treasury
Risk Management
Compliance
Operations
Corporate Finance
Investment
Asset Management
Commercial
Business Development
Transaction Management
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
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