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The Sale with Buyback Agreement is a strategic document used in German commercial practice when parties seek to implement a temporary transfer of ownership with a guaranteed repurchase option. This document type is particularly relevant in situations requiring short-term liquidity, asset optimization, or structured financing arrangements. The agreement must comply with German Civil Code (BGB) requirements, specifically addressing the initial sale terms, asset maintenance obligations, and the conditions for exercising the buyback right. It includes detailed provisions on pricing mechanisms, timing, and risk allocation during the buyback period. The document is commonly used in various commercial sectors and can be adapted to different asset types while maintaining its core structure under German law.

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: Definitions of key terms used throughout the agreement, including Asset, Buyback Period, Buyback Price, and Closing Date

4. Sale of Asset: Details of the initial sale, including asset description, purchase price, and transfer conditions

5. Purchase Price and Payment Terms: Initial sale price, payment method, timing, and any adjustments

6. Buyback Right: Terms of the buyback right, including exercise period, notification requirements, and conditions precedent

7. Buyback Price: Specification of the buyback price or its calculation method

8. Asset Maintenance and Use: Obligations regarding asset maintenance and permitted use during the buyback period

9. Representations and Warranties: Standard representations and warranties from both parties

10. Closing Conditions: Conditions for both initial sale and buyback closing

11. Risk and Insurance: Allocation of risk and insurance requirements during the buyback period

12. Taxes and Costs: Responsibility for taxes, transfer costs, and other expenses

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

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

15. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments