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The Sell And Buy Back Agreement is a specialized financial instrument used in Canadian financial markets when parties wish to enter into a temporary transfer of securities with a commitment to reverse the transaction at a future date. This document is particularly useful for liquidity management, financing purposes, and securities lending arrangements. It's commonly used by financial institutions, investment firms, and corporate treasuries operating under Canadian jurisdiction. The agreement must comply with various Canadian regulatory requirements, including securities transfer regulations, financial institution oversight rules, and tax provisions. The document typically includes detailed terms about the securities involved, pricing mechanisms, transfer of title, risk allocation, and default remedies. It's essential for transactions where parties need a structured approach to temporary securities transfers while maintaining legal certainty and regulatory compliance.

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

2. Background: Context of the agreement and brief description of the transaction structure

3. Definitions: Definitions of key terms used throughout the agreement, including financial and technical terms

4. Sale and Purchase: Terms of the initial sale, including identification of securities, pricing, and settlement arrangements

5. Repurchase Obligation: Terms of the buyback, including repurchase price calculation and settlement details

6. Payment and Transfer: Mechanics for payment and transfer of securities for both initial sale and repurchase

7. Title and Security Interest: Provisions regarding ownership rights and security interests during the transaction period

8. Representations and Warranties: Standard and transaction-specific representations and warranties from both parties

9. Covenants: Ongoing obligations of the parties during the term of the agreement

10. Events of Default: Definition of default events and consequences

11. Termination: Circumstances and procedures for early termination

12. Set-off Rights: Rights of parties to set off obligations against each other

13. Tax Provisions: Treatment of taxes and tax-related obligations

14. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for disputes

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

16. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability