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Sell And Buy Back Agreement
"I need a Sell and Buy Back Agreement under Indonesian law for manufacturing equipment worth $2.5M, with PT Manufacturing Indo as seller and PT Industrial Group as buyer, including a 6-month buyback period and specific maintenance obligations during the interim period."
1. Parties: Identification of the seller and buyer, including their full legal names, registration details, and authorized representatives
2. Background: Context of the transaction, relationship between parties, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale of Assets: Details of the initial sale, including asset description, sale price, and transfer mechanics
5. Buyback Terms: Terms of the buyback including price, timing, and execution process
6. Payment Terms: Payment mechanisms and timing for both sale and buyback transactions
7. Title and Risk: Transfer of ownership and risk allocation during both transactions
8. Conditions Precedent: Conditions that must be satisfied before each transaction becomes effective
9. Representations and Warranties: Standard and transaction-specific representations by both parties
10. Covenants: Ongoing obligations of parties during the term of the agreement
11. Events of Default: Circumstances constituting default and consequences
12. Termination: Grounds for termination and procedures
13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
14. Notices: Process and requirements for formal communications between parties
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Security Arrangements: Required if additional security or collateral is provided for the transaction
2. Tax Provisions: Detailed tax treatment if transaction has specific tax implications or cross-border elements
3. Regulatory Compliance: Specific provisions required for regulated entities or assets
4. Force Majeure: Detailed force majeure provisions if required for specific asset types or market conditions
5. Assignment and Transfer: Required if parties want to allow transfer of rights under the agreement
6. Confidentiality: Detailed confidentiality provisions if sensitive information is involved
7. Anti-Money Laundering: Required for financial institutions or high-value transactions
8. Insurance: Required when specific insurance coverage is needed for the assets during the buyback period
1. Schedule 1 - Asset Description: Detailed description and specification of assets subject to sale and buyback
2. Schedule 2 - Pricing and Payment Terms: Detailed calculation methodology for sale and buyback prices
3. Schedule 3 - Form of Transfer Documents: Standard forms for executing transfers of assets
4. Schedule 4 - Condition Report: Description of asset condition at time of initial sale
5. Schedule 5 - Required Authorizations: List of required regulatory or third-party approvals
6. Schedule 6 - Notice Details: Contact details and addresses for notices
7. Appendix A - Completion Checklist: Checklist of documents and actions required for completion
8. Appendix B - Form of Buyback Notice: Standard form for exercising buyback right
Authors
Financial Services
Banking
Securities Trading
Asset Management
Manufacturing
Commodities
Real Estate
Infrastructure
Energy
Mining
Transportation
Agriculture
Legal
Finance
Treasury
Risk Management
Compliance
Operations
Commercial
Asset Management
Investment
Corporate Affairs
Business Development
Chief Financial Officer
Treasury Manager
Legal Counsel
Corporate Lawyer
Finance Director
Risk Manager
Compliance Officer
Asset Manager
Investment Manager
Operations Director
Commercial Director
Transaction Manager
Finance Manager
Business Development Manager
Corporate Secretary
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