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Sell Buy Back Agreement
"I need a Sell Buy Back Agreement under Indonesian law for a transaction between our bank (PT Bank Central Asia Tbk) and a securities company, with the initial purchase date of March 15, 2025, and a repurchase date of September 15, 2025, involving government bonds as the underlying securities."
1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers and addresses
2. Background: Sets out the context of the agreement and the parties' intentions to enter into a sell buyback arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details of the initial sale transaction, including securities identification and pricing
5. Repurchase Obligation: Terms of the repurchase transaction, including pricing and timing
6. Payment and Transfer: Mechanics for executing payments and securities transfers for both sale and repurchase
7. Margin Maintenance: Procedures for maintaining agreed margin levels and making margin calls
8. Representations and Warranties: Standard and transaction-specific representations and warranties from both parties
9. Events of Default: Definition of default events and consequences
10. Rights on Default: Remedies available to the non-defaulting party
11. Tax Provisions: Allocation of tax responsibilities and gross-up provisions
12. Notices: Communication procedures and contact details
13. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Income Payments: Provisions dealing with income on the securities during the transaction period - used when securities may generate income
2. Substitution: Right to substitute securities - included when parties want flexibility to change the underlying securities
3. Agency Provisions: Required when either party is acting as agent rather than principal
4. Force Majeure: Provisions for market disruption or external events - included for longer-term arrangements
5. Electronic Trading: Specific provisions for electronic trading platforms - needed if transactions will be executed electronically
6. Broker Provisions: Additional provisions when a broker is involved in the transaction
1. Schedule 1 - Securities Details: Detailed description of the securities including ISIN, quantity, and essential characteristics
2. Schedule 2 - Pricing Terms: Detailed pricing formulas and calculations for both sale and repurchase
3. Schedule 3 - Form of Confirmation: Standard form for transaction confirmations
4. Schedule 4 - Eligible Securities: List of securities eligible for substitution (if substitution is permitted)
5. Schedule 5 - Bank Account Details: Payment account details for both parties
6. Appendix A - Required Notices and Forms: Standard forms for margin calls, substitution notices, and other communications
7. Appendix B - OJK Compliance Requirements: Specific documentation required for Indonesian regulatory compliance
Authors
Business Day
Buyer
Confirmation
Default Interest Rate
Distributions
Early Termination Date
Eligible Securities
Event of Default
Income
Initial Purchase Date
Initial Purchase Price
Market Value
Margin Ratio
Margin Transfer
OJK
Purchase Securities
Repurchase Date
Repurchase Price
Seller
Settlement Date
Spot Rate
Subsidiary
Substituted Securities
Tax Event
Transaction
Transfer Date
Valuation Date
Price Differential
Indonesian Business Day
Securities Account
KSEI
Bank Indonesia
Pricing Rate
Material Adverse Effect
Margin Deficit
Margin Excess
Net Paying Security
Outstanding Transaction
Contractual Currency
Electronic Trading Platform
Custodian
Registration Documents
Regulatory Requirement
Required Authorizations
Definitions
Interpretation
Sale and Purchase
Repurchase Obligation
Pricing
Payment Terms
Transfer of Securities
Margin Maintenance
Income and Distributions
Substitution
Representations and Warranties
Covenants
Events of Default
Default Remedies
Set-off
Tax
Market Disruption
Force Majeure
Regulatory Compliance
Notices
Assignment
Confidentiality
Indemnification
Termination
Amendments
Severability
Entire Agreement
Counterparts
Electronic Trading
Settlement
Agency
Further Assurance
Costs and Expenses
Waiver
Time of Essence
Currency
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Banking
Investment Management
Securities Trading
Asset Management
Insurance
Corporate Treasury
Capital Markets
Financial Technology
Legal
Treasury
Trading
Risk Management
Compliance
Operations
Settlement
Finance
Investment
Regulatory Reporting
Treasury Manager
Financial Controller
Legal Counsel
Compliance Officer
Risk Manager
Securities Trader
Investment Manager
Operations Manager
Chief Financial Officer
Portfolio Manager
Trading Director
Regulatory Reporting Officer
Settlement Officer
Fund Manager
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