Sell And Buy Back Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
A Sell and Buy Back Agreement is a specialized contract used in Indonesia when parties wish to enter into a temporary transfer of assets with a predetermined repurchase arrangement. This document type is commonly utilized for financing purposes, liquidity management, or strategic asset arrangements, structured in compliance with Indonesian law, particularly the Civil Code and OJK regulations. The agreement details both the initial sale and subsequent buyback obligations, including precise timing, pricing mechanisms, and risk allocation. It's particularly relevant in financial markets, asset-based financing, and corporate transactions where temporary transfer of ownership is desired with a guaranteed repurchase right. The document must incorporate specific Indonesian regulatory requirements, including those from OJK Regulation No. 9/POJK.04/2015 for repo transactions, and address local legal considerations regarding transfer of ownership and security interests.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Financial Services

Banking

Securities Trading

Asset Management

Manufacturing

Commodities

Real Estate

Infrastructure

Energy

Mining

Transportation

Agriculture

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Operations

Commercial

Asset Management

Investment

Corporate Affairs

Business Development

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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