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The Sell and Buy Back Agreement is a specialized financial instrument used when parties wish to arrange temporary transfer of securities with a commitment to repurchase. This document type is commonly used in Irish financial markets for liquidity management, financing, and securities lending purposes. It provides a structured framework for transactions where one party sells securities to another with a simultaneous agreement to repurchase equivalent securities at a future date for a specified price. The agreement must comply with Irish financial regulations, including the Central Bank Act and relevant EU directives such as MiFID II and the Financial Collateral Arrangements Regulations. It includes comprehensive provisions for transfer of title, margin maintenance, income payments, and default scenarios, making it suitable for sophisticated financial institutions and corporate entities operating in Irish and European markets.

1. Parties: Identifies and defines the Seller and Buyer, including their legal status and contact details

2. Background: Sets out the context of the agreement and the parties' intentions to enter into a sell and buy back arrangement

3. Definitions: Defines key terms used throughout the agreement, including Purchase Price, Repurchase Price, Income Payment, Securities

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

5. Repurchase Obligation: Terms of the mandatory repurchase, including timing, price calculation, and completion requirements

6. Payment and Transfer: Mechanics for payment and transfer of assets in both initial sale and repurchase phases

7. Title Transfer and Rights: Clarification of ownership rights during the transaction period and warranties regarding title

8. Income Payments: Treatment of any income or distributions received on the assets during the transaction period

9. Margin Maintenance: Procedures for maintaining agreed value through margin calls and transfers

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

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

12. Representations and Warranties: Standard and transaction-specific representations by both parties

13. Tax Provisions: Allocation of tax liabilities and responsibilities

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

15. Notices: Process for formal communications between parties

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