Sale And Buy Back Agreement Template for Indonesia

The Sale and Buy Back Agreement is commonly used in Indonesian business transactions as an alternative financing mechanism or strategic asset management tool. It enables businesses to temporarily transfer assets while securing the right to repurchase them, effectively creating a financing arrangement secured by the asset itself. This document type is particularly valuable when traditional lending arrangements are not suitable or when parties wish to structure a transaction that provides immediate liquidity while ensuring future asset reacquisition. The agreement must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and relevant financial regulations, and typically includes detailed provisions on asset valuation, maintenance requirements during the interim period, and specific conditions for the buy-back execution. It's essential in situations requiring temporary asset transfers with guaranteed repurchase rights, whether for commercial, financial, or strategic purposes.

1. Parties: Identification of the seller and buyer, including their legal details and authority to enter into the agreement

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Key terms used throughout the agreement, including specific definitions for Sale Price, Buy-Back Price, Completion Date, and Buy-Back Date

4. Sale of Asset: Details of the initial sale transaction, including asset description and transfer terms

5. Purchase Price and Payment: Initial sale price and payment terms, including payment method and timing

6. Completion of Initial Sale: Conditions and process for completing the initial sale, including documentation requirements

7. Buy-Back Obligation: Terms of the buy-back transaction, including trigger events and execution process

8. Buy-Back Price: Specification of the buy-back price and any price adjustment mechanisms

9. Asset Maintenance and Use: Obligations regarding the maintenance and use of the asset during the period between sale and buy-back

10. Representations and Warranties: Standard and specific warranties from both parties regarding the asset and their capacity

11. Default and Remedies: Consequences of breach and available remedies

12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

13. Notices: Process and details for formal communications between parties

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments