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The Sell and Buy Back Agreement is a critical financial instrument used in Danish market operations, providing a structured framework for temporary transfer of assets with a predetermined repurchase obligation. This document type is commonly utilized when parties seek to arrange short-term financing or improve liquidity positions while maintaining long-term ownership of assets. It encompasses detailed provisions for initial sale, repurchase obligations, pricing mechanisms, risk allocation, and regulatory compliance under Danish law. The agreement is particularly relevant in the context of financial institutions' liquidity management, securities lending, and structured finance transactions, requiring careful consideration of Danish financial regulations, securities laws, and tax implications. The document serves as a comprehensive framework ensuring legal certainty and regulatory compliance while facilitating efficient capital market operations.

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

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

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Repurchase Obligation: Terms of the buyback, including repurchase price, timing, and completion mechanics

6. Payment Terms: Details of payment methods, timing, and currency for both sale and repurchase

7. Title and Risk: Provisions regarding transfer of ownership and risk allocation during the agreement period

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

9. Interim Period Obligations: Rights and obligations of parties between sale and repurchase, including asset maintenance and restrictions

10. Security Arrangements: Details of any security or collateral arrangements

11. Events of Default: Definition of default events and consequences

12. Termination: Circumstances and process for early termination

13. Tax: Treatment of taxes and responsibilities for payment

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

15. Notices: Process and addresses for formal communications between parties

16. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability