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The Sale and Buy Back Agreement is a strategic financial instrument commonly used in the Philippines for various business purposes, including asset financing, temporary transfer of ownership, and alternative funding arrangements. This document type is particularly relevant when businesses or individuals need to raise capital while maintaining the ability to reclaim their assets. The agreement must comply with Philippine law, including the Civil Code, Consumer Protection laws, and relevant financial regulations. It typically includes comprehensive details about the asset, pricing for both sale and buy-back, timing, conditions, and risk allocation. The document is especially useful in scenarios where traditional financing methods may not be suitable or when parties prefer a structured asset-based transaction. Common applications include real estate, equipment financing, and inventory management, where the original owner intends to regain possession of the asset after a specified period.

1. Parties: Identification of the seller/repurchaser and buyer/reseller, 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

4. Sale of Asset: Details of the initial sale, including asset description, sale price, and transfer terms

5. Buy-Back Terms: Specific terms of the buy-back arrangement, including repurchase price and timing

6. Payment Terms: Payment schedule, method, and currency for both sale and buy-back transactions

7. Execution and Timing: Timeframes for completion of sale and buy-back, including conditions precedent

8. Representations and Warranties: Statements of fact and guarantees by both parties regarding the asset and transaction

9. Risk and Title: Transfer of risk and title arrangements for both sale and buy-back phases

10. Default and Remedies: Consequences of default and available remedies for both parties

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability