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Repurchase Option Agreement
"I need a Repurchase Option Agreement for selling my manufacturing facility to an investor, with the right to buy it back within 3 years if my business expands, with the repurchase price to be calculated based on fair market value plus 15% premium."
1. Parties: Identification of all parties to the agreement, including the original seller (option holder) and the buyer (option grantor)
2. Background: Context of the agreement, including reference to the original sale and the reason for the repurchase option
3. Definitions: Key terms used throughout the agreement, including 'Option Period', 'Exercise Price', 'Option Assets', etc
4. Grant of Option: Clear statement of the repurchase option being granted, including its nature and scope
5. Exercise Period: Specification of when the option can be exercised, including start date, duration, and any conditions precedent
6. Exercise Price: Details of the repurchase price and how it is calculated, including any adjustments
7. Exercise Procedure: Step-by-step process for exercising the option, including notice requirements and timing
8. Completion of Repurchase: Process and requirements for completing the repurchase transaction once the option is exercised
9. Representations and Warranties: Standard representations and warranties from both parties regarding their capacity and authority
10. Confidentiality: Obligations regarding confidential information shared during the option period
11. Notices: Process and requirements for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Asset Maintenance: Used when the option assets need specific maintenance or protection during the option period
2. Third Party Rights: Include when there are potential third-party interests in the option assets
3. Tag-Along Rights: Include for share repurchase options where other shareholders might need protection
4. Drag-Along Rights: Include for share repurchase options where forcing other shareholders to sell might be necessary
5. Security Arrangements: Include when security is required to protect the option holder's rights
6. Non-Compete Provisions: Include when there are concerns about competition during the option period
7. Force Majeure: Include when external events might affect the exercise of the option
8. Tax Provisions: Include detailed tax provisions when the repurchase has significant tax implications
1. Schedule 1 - Option Assets: Detailed description and/or list of the assets subject to the repurchase option
2. Schedule 2 - Exercise Price Calculation: Detailed methodology for calculating the exercise price, including any adjustments or formulas
3. Schedule 3 - Exercise Notice Form: Template form for exercising the option
4. Schedule 4 - Completion Requirements: Detailed list of actions and documents required for completion
5. Appendix A - Original Sale Agreement: Copy or key terms of the original sale agreement
6. Appendix B - Asset Valuation Methodology: If applicable, the agreed methodology for valuing the assets for repurchase
Authors
Real Estate
Manufacturing
Technology
Financial Services
Private Equity
Venture Capital
Agriculture
Retail
Mining
Infrastructure
Healthcare
Education
Legal
Finance
Corporate Development
Risk Management
Treasury
Compliance
Business Development
Investment
Asset Management
Strategy
Commercial
Company Secretarial
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Manager
Investment Manager
Asset Manager
Property Manager
Risk Manager
Commercial Director
Finance Director
Company Secretary
Mergers & Acquisitions Director
Strategy Director
Treasury Manager
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