Sale And Buy Back Agreement Template for Nigeria

The Sale And Buy Back Agreement is a specialized contract commonly used in Nigerian commercial transactions where parties wish to structure a temporary transfer of asset ownership, often for financing or operational purposes. This document type is particularly relevant in scenarios where businesses need to improve their cash flow while retaining the ability to reclaim the asset, or when parties wish to structure a financing arrangement through an asset sale rather than a traditional loan. The agreement must comply with Nigerian legal requirements and typically includes detailed provisions for the initial sale, asset maintenance during the interim period, and the buyback arrangement. It's especially common in sectors such as real estate, manufacturing, and equipment financing, where significant assets are involved. The document addresses key considerations under Nigerian law including property transfer requirements, stamp duty obligations, and relevant sector-specific regulations.

1. Parties: Identifies and provides full details of the seller and buyer, including registration details for companies

2. Background: Explains the context of the agreement and the parties' intentions regarding the sale and subsequent buyback

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent ambiguity

4. Sale Terms: Details the initial sale, including the asset description, purchase price, and payment terms

5. Transfer of Title: Specifies how and when ownership transfers, including registration requirements

6. Buyback Terms: Outlines the conditions, timing, and price for the buyback transaction

7. Conditions Precedent: Lists conditions that must be satisfied before either the sale or buyback can proceed

8. Representations and Warranties: States the parties' assurances regarding their capacity, authority, and the asset's condition

9. Asset Maintenance: Specifies responsibilities for maintaining the asset during the buyback period

10. Default and Remedies: Describes what constitutes default and the available remedies

11. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and establishes jurisdiction for disputes

12. Notices: Details how formal communications between parties should be made

13. Boilerplate Clauses: Standard clauses including entire agreement, severability, and force majeure