Sale And Buy Back Agreement Template for Malaysia

The Sale And Buy Back Agreement is a sophisticated financing arrangement commonly used in Malaysian business transactions as an alternative to traditional lending structures. This document type is particularly valuable when parties seek to transfer ownership temporarily while maintaining a right to reclaim the asset, often used for financing, asset monetization, or regulatory compliance purposes. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950 and relevant sector-specific regulations. It typically includes comprehensive provisions for asset valuation, transfer mechanics, interim period obligations, and buy-back conditions. Such arrangements are common in various sectors including finance, real estate, and manufacturing, where temporary transfer of asset ownership can serve strategic business purposes.

1. Parties: Identification and details of the seller and buyer, including registration numbers for companies

2. Background: Context of the agreement, including the asset being sold and the intention to buy it back

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale of Asset: Terms and conditions of the initial sale, including price, payment terms, and completion requirements

5. Buy-Back Undertaking: Terms and conditions of the buy-back, including price, timing, and mechanism

6. Completion: Process and requirements for completing both the initial sale and subsequent buy-back

7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and the asset

8. Covenants: Ongoing obligations of parties during the period between sale and buy-back

9. Risk and Insurance: Allocation of risk and insurance requirements during the interim period

10. Default and Remedies: Consequences and remedies in case of default by either party

11. Termination: Circumstances under which the agreement can be terminated and consequences

12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

13. Notices: Process and requirements for formal communications between parties

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