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The Sell Buy Back Agreement is a crucial document used in German financial markets for structured financing transactions and liquidity management. It is particularly relevant when financial institutions need to engage in short-term financing arrangements using securities as collateral. The agreement details the terms and conditions under which one party sells securities to another with a commitment to repurchase equivalent securities at a future date for a predetermined price. This document is essential in the German jurisdiction, where it must comply with specific regulatory requirements including the Securities Trading Act (WpHG) and Banking Act (KWG). It includes comprehensive provisions covering transaction mechanics, pricing, risk management, default scenarios, and regulatory compliance measures. The agreement is typically used by financial institutions, investment banks, and asset managers operating in German financial markets or conducting cross-border transactions subject to German law.

1. Parties: Identification of the seller and buyer, including their legal status and registered addresses

2. Background: Context of the agreement and brief description of the transaction structure

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

4. Sale and Repurchase: Core transaction terms including initial sale and commitment to repurchase

5. Purchase Price and Repurchase Price: Calculation methodology and payment terms for both legs of the transaction

6. Income Payments: Treatment of dividends, interest, or other income on the securities during the transaction period

7. Margin Maintenance: Provisions for maintaining agreed margin levels and margin transfer procedures

8. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and securities

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

10. Close-out and Set-off: Procedures for early termination and calculation of amounts due

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction details