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Sale And Buy Back Agreement
"I need a Sale and Buy Back Agreement under New Zealand law for a commercial property in Auckland, with the initial sale completing by March 2025 and buyback rights exercisable within 24 months, including specific provisions for tenant management during the interim period."
1. Parties: Identifies and defines the parties to the agreement - the Seller/Buyback Purchaser and the Purchaser/Buyback Seller
2. Background: Sets out the context of the transaction and the parties' intentions regarding the sale and subsequent buyback
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Details the initial sale transaction, including asset description, purchase price, and completion requirements
5. Buyback Terms: Specifies the terms of the buyback transaction, including timing, price, and conditions precedent
6. Completion Requirements: Sets out the requirements for completing both the initial sale and the buyback transaction
7. Representations and Warranties: Contains representations and warranties from both parties regarding their capacity and the asset
8. Risk and Title: Addresses the transfer of risk and title in both the initial sale and buyback phases
9. Default and Termination: Specifies events of default and their consequences, and circumstances for termination
10. Confidentiality: Establishes obligations regarding confidential information
11. Notices: Sets out how formal notices under the agreement must be given
12. General Provisions: Contains standard boilerplate provisions including governing law, dispute resolution, and amendment procedures
1. Asset Management: Required when the asset needs specific management or maintenance requirements during the period between sale and buyback
2. Security Arrangements: Needed when additional security is required to protect either party's interests
3. Tax Provisions: Detailed tax provisions required for complex transactions or when specific tax treatment is desired
4. Insurance: Required when specific insurance arrangements are needed during the interim period
5. Third Party Rights: Needed when third parties may have rights or interests in the asset
6. Force Majeure: Required when parties want specific provisions for handling unforeseen events
7. Assignment and Transfer: Needed when parties want to allow or restrict the ability to transfer rights under the agreement
1. Asset Description: Detailed description of the asset(s) being sold and bought back
2. Purchase Price Calculation: Formula or methodology for calculating both the initial purchase price and buyback price
3. Completion Checklist: List of documents and requirements for completing both transactions
4. Form of Transfer Documents: Pro forma transfer documents required for both sale and buyback
5. Condition Report: Description of asset condition at initial sale, forming baseline for buyback condition
6. Required Insurances: Details of required insurance coverage during the interim period
7. Notices Details: Contact details and addresses for notices under the agreement
Authors
Financial Services
Real Estate
Manufacturing
Agriculture
Mining
Retail
Transportation
Energy
Infrastructure
Technology
Legal
Finance
Treasury
Risk Management
Commercial
Operations
Corporate Development
Asset Management
Property Management
Compliance
Tax
Chief Financial Officer
Commercial Director
Treasury Manager
Finance Manager
Legal Counsel
Corporate Lawyer
Asset Manager
Risk Manager
Commercial Manager
Operations Director
Contract Manager
Business Development Manager
Investment Manager
Property Manager
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