Sales With Buyback Agreement Template for Philippines

This Sales With Buyback Agreement is designed for transactions under Philippine law where parties seek to implement a temporary transfer of asset ownership with a guaranteed repurchase option. The document is commonly used in situations requiring short-term liquidity solutions, asset optimization, or strategic resource management. It combines elements of both sale and financing arrangements, structured to comply with Philippine Civil Code provisions on pacto de retro sales. The agreement is particularly valuable for businesses seeking alternative financing methods or temporary asset disposal solutions while maintaining the right to reclaim the asset. It includes comprehensive provisions for the initial sale, detailed buyback terms, asset maintenance requirements, risk allocation, and regulatory compliance, making it suitable for various commercial and industrial applications within the Philippine jurisdiction.

1. Parties: Identification of the Seller (who will have buyback rights) and Buyer, including complete legal names and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement, including 'Asset', 'Buyback Period', 'Buyback Price', and 'Completion Date'

4. Sale of Asset: Details of the initial sale, including asset description, purchase price, and completion mechanics

5. Buyback Rights: Terms of the buyback option, including period, price, and mechanism for exercising the right

6. Completion Requirements: Conditions precedent, completion obligations, and delivery requirements for both initial sale and buyback

7. Asset Maintenance: Obligations regarding maintenance and preservation of the asset during the buyback period

8. Representations and Warranties: Standard and specific warranties regarding the asset, authority to sell, and buyback rights

9. Risk and Insurance: Allocation of risk and insurance requirements during the buyback period

10. Taxes and Expenses: Responsibility for taxes, registration fees, and other transaction costs

11. Default and Remedies: Events of default and corresponding remedies, including loss of buyback rights

12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and dispute resolution