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The Sale and Buy Back Agreement is a sophisticated commercial arrangement utilized in Canadian business transactions when parties seek alternative financing structures or temporary transfer of asset ownership. This document type is particularly relevant when traditional lending arrangements are not suitable or when parties wish to structure a financing transaction as a sale and repurchase rather than a loan. The agreement must comply with Canadian federal and provincial legislation, including securities laws, tax regulations, and property security acts. It typically includes detailed provisions for the initial sale, asset maintenance during the interim period, and specific buy-back terms. The document is commonly used in various sectors including financial services, real estate, and equipment financing, providing a flexible tool for asset-based financing while maintaining the original owner's long-term interest in the asset.

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

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

3. Definitions: Key terms used throughout the agreement, including Asset, Purchase Price, Buy-Back Price, and Completion Date

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

5. Purchase Price and Payment: Terms of payment for the initial sale, including payment method and timing

6. Completion of Initial Sale: Requirements and procedures for completing the initial sale transaction

7. Buy-Back Rights and Obligations: Terms of the buy-back transaction, including trigger events and notice requirements

8. Buy-Back Price: Specification of the repurchase price and any adjustments

9. Asset Maintenance and Use: Obligations regarding asset care and permitted use during the interim period

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

11. Risk and Insurance: Allocation of risk and insurance requirements during the interim period

12. Default and Remedies: Consequences of default by either party and available remedies

13. Governing Law and Jurisdiction: Specification of applicable law and courts

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability