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The Reverse Purchase Agreement is a sophisticated financial instrument commonly used in Philippine business transactions for various purposes, including inventory financing, asset management, and temporary transfer of ownership while maintaining future control. This type of agreement is particularly useful when businesses need to improve their cash flow position while retaining the ability to reclaim important assets. The document must be structured in compliance with Philippine civil and commercial law, including relevant provisions of the Civil Code of the Philippines and applicable regulatory requirements. It typically includes detailed terms about the initial sale, repurchase obligations, pricing mechanisms, risk allocation, and asset maintenance responsibilities. The agreement is often used in conjunction with other financing arrangements and requires careful consideration of tax implications, regulatory compliance, and security arrangements under Philippine law.

1. Parties: Identifies and defines the parties to the agreement - the original seller (who will later repurchase) and the buyer (who will later resell)

2. Background: Sets out the context of the transaction and the parties' intentions regarding the initial sale and subsequent repurchase

3. Definitions: Defines key terms used throughout the agreement, including Asset, Purchase Price, Repurchase Price, and Repurchase Date

4. Initial Sale: Details the terms and conditions of the initial sale, including asset description, initial purchase price, and transfer mechanics

5. Repurchase Terms: Specifies the conditions, timing, and price for the repurchase of the asset by the original seller

6. Payment Terms: Outlines the payment mechanisms, timing, and any specific requirements for both initial sale and repurchase

7. Asset Maintenance and Risk: Defines responsibilities for maintaining the asset and allocates risk during the period between initial sale and repurchase

8. Representations and Warranties: Sets out the legal assurances provided by each party regarding their capacity, authority, and the asset's condition

9. Events of Default: Lists circumstances that constitute default and the consequences thereof

10. Termination: Specifies conditions under which the agreement can be terminated and the consequences of termination

11. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for dispute resolution

12. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability