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The Sell and Buy Back Agreement is primarily used in financial markets as a financing tool and liquidity management instrument. It enables entities to obtain short-term financing while using their securities or assets as collateral, with the commitment to repurchase them at a predetermined future date and price. This document type is particularly relevant in the Swiss financial market context, where it must comply with specific regulatory requirements set by FINMA and the Swiss Code of Obligations. The agreement typically includes detailed provisions on asset transfer, pricing mechanisms, margin maintenance, and default scenarios. It differs from standard repurchase agreements in its legal structure and treatment under Swiss law, making it essential to carefully consider Swiss-specific legal and regulatory requirements in its drafting and implementation.

1. Parties: Identification of the seller and buyer, including their full legal names, registration details, and addresses

2. Background: Context of the transaction and commercial purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Terms of the initial sale, including asset description, purchase price, and transfer mechanics

5. Buyback Obligation: Terms of the buyback transaction, including buyback price calculation and execution process

6. Price and Payment Terms: Detailed provisions on pricing mechanisms, payment methods, and timing for both sale and buyback

7. Conditions Precedent: Prerequisites that must be satisfied before the agreement becomes effective

8. Representations and Warranties: Standard and transaction-specific representations and warranties from both parties

9. Transfer of Title and Risk: Provisions regarding transfer of ownership, risk allocation, and custody arrangements

10. Events of Default: Definition of default events and their consequences

11. Termination: Circumstances allowing termination and the process for unwinding the transaction

12. Tax Provisions: Allocation of tax liabilities and responsibilities

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes