[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-repurchase-agreement-equipment-D1153":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":186,"customdescription":6,"mdFm":187,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"REPURCHASE AGREEMENT This Repurchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Lender\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS: A. Vendor wishes to sell the equipment described in Schedule A (the \"Equipment\") to [COMPANY NAME] (the \"Borrower\"). B. [COMPANY NAME] (\"the Lender\") has agreed to lend [AMOUNT] to the Borrower for the purpose of assisting the Borrower in purchasing the Equipment from the Vendor and has been granted a moveable hypothec without delivery on the Equipment by the Borrower pursuant to a contract of loan and hypothec (the \"Hypothec\") entered into between the Borrower and the Lender on [DATE], which Hypothec was registered on the Register of Personal and Movable Real Rights on [DATE] under the number. C. Vendor and Lender have agreed that in the event that, due to a default or failure by the Borrower to fulfill its obligations under the Hypothec, should the Lender elect to exercise its rights of action against the Borrower, Vendor shall use its best efforts to remarket the Equipment. D. Vendor and Borrower have agreed that in the event that the Lender elects to exercise its hypothecary recourses against the Borrower, Vendor shall purchase the Equipment for the price and on the conditions set forth herein. IN CONSIDERATION of the recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. REMARKETING If the Borrower is at any time in default of its obligations under the Hypothec and the Lender intends to exercise its hypothecary rights of action against the Borrower, then the Lender shall give written notice thereof to the Vendor (the \"Notice\") prior to exercising said rights and the Vendor shall, during a period of [NUMBER] days (the \"Remarketing Period\"), use its best efforts to remarket the Equipment and to maximize the proceeds therefrom. All dispositions of the Equipment shall be at a price at least equal to the Adjusted Value of Equipment and on an \"as is, where is\" basis (without any representations or warranties from the Lender of any kind whatsoever except that the Equipment is not encumbered as a result of the Lender's actions). Vendor agrees to remarket the Equipment in a manner which will not favor the disposition of equipment owned by the Vendor over the Equipment. Any proceeds of sale of Equipment received by Vendor shall be received and held by Vendor in trust for the Lender and separate and apart from the Vendor's own funds and shall be remitted forthwith to the Lender. In the event that such proceeds are not remitted to the Lender within [NUMBER] days of Vendor's receipt thereof, Vendor shall pay to the Lender interest on such proceeds at a rate of [%] per annum, accruing from the date of receipt until paid to the Lender. If the net proceeds from remarketing any Equipment exceed the damages and other amounts due to the Lender under the Hypothec on the Equipment, the Lender shall pay a fee to Vendor for its services hereunder equal to the amount of such excess. Such fee shall be paid upon receipt by the Lender of such remarketing proceeds and, with Lender Name's prior consent, may be deducted by Vendor from such remarketing proceeds before they are remitted to the Lender. The foregoing is subject to the Lender being able to subsequently take the Equipment in payment by the voluntary or forced surrender of the Equipment pursuant to the exercise of its hypothecary rights under the Hypothec and deliver same to the new purchaser. 2. REPURCHASE If the Borrower is at any time in default of its obligations under the Hypothec, the Notice has been given, the Remarketing Period has expired without result and: 2.1 The Lender exercises its hypothecary right under the Hypothec to take the Equipment in payment of Borrower's obligations under the Hypothec and Borrower voluntarily surrenders the Equipment to the Lender, then the Vendor shall immediately upon receipt of a written request from the Lender to such effect, purchase the Equipment from the Lender on an \"as is, where is\" basis (without any representation or warranty from the Lender of any kind whatsoever except that the Equipment is not encumbered as a result of the Lender's actions) and shall pay to the Lender, as the purchase price for such Equipment , an amount equal to the Adjusted Value of Equipment. 2.2 The Lender exercises its hypothecary right under the Hypothec to sell the Equipment itself or a subsequent hypothecary creditor or the Borrower requires the Lender to abandon the taking in payment and sell the Equipment itself, then the Vendor shall: (i) immediately upon receipt of a written request from the Lender to such effect, purchase the Equipment from the Lender on an \"as is, where is\" basis (without any representation or warranty from the Lender of any kind whatsoever except that the Equipment is not encumbered as a result of the Lender's actions) and shall pay to the Lender, as the purchase price for such Equipment , an amount equal to the Adjusted Value of Equipment, in the event that the Lender elects to proceed by sale by agreement; (ii) immediately upon receipt of a written request from the Lender to such effect, submit an irrevocable and binding tender to the Lender for the purchase of the Equipment on an \"as is, where is\" basis (without any representation or warranty from the Lender of any kind whatsoever except that the Equipment is not encumbered as a result of the Lender's actions) at a purchase price equal to the Adjusted Value of Equipment and shall purchase and pay for the Equipment in accordance with the tender if said tender is accepted, in the event that the Lender elects to proceed by sale by a call for tenders; or (iii) immediately upon receipt of a written request from the Lender to such effect, submit an irrevocable and binding bid to the Lender for the purchase of the Equipment on an \"as is, where is\" basis (without any representation or warranty from the Lender of any kind whatsoever except that the Equipment is not encumbered as a result of the Lender's actions) at a purchase price equal to the Adjusted Value of Equipment and shall purchase and pay for the Equipment in accordance with the bid if such bid is accepted, in the event that the Lender elects to proceed by sale by public auction.",null,"Repurchase Agreement Equipment","6",57,"doc","https://templates.business-in-a-box.com/imgs/1000px/repurchase-agreement_equipment-D1153.png","https://templates.business-in-a-box.com/imgs/250px/1153.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1153.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Production & Operations","/templates/production-operations/",{"label":20,"url":21},"Equipment Agreement","/templates/equipment-agreement/","repurchase agreement equipment","Repurchase Agreement Equipment Template","https://templates.business-in-a-box.com/imgs/400px/1153.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Sales & Purchase","/templates/sales-and-purchase/",[38,42,46,50,54,58,62,66,70,74,78,82,86,104,121,135,156,172],{"label":39,"url":40,"thumb":41,"extension":10},"Equipment Lease Agreement","/template/equipment-lease-agreement-D1140","https://templates.business-in-a-box.com/imgs/250px/1140.png",{"label":43,"url":44,"thumb":45,"extension":10},"Equipment Purchase Agreement","/template/equipment-purchase-agreement-D1146","https://templates.business-in-a-box.com/imgs/250px/1146.png",{"label":47,"url":48,"thumb":49,"extension":10},"Equipment Loan Agreement","/template/equipment-loan-agreement-D12843","https://templates.business-in-a-box.com/imgs/250px/12843.png",{"label":51,"url":52,"thumb":53,"extension":10},"Equipment Maintenance Agreement","/template/equipment-maintenance-agreement-D1144","https://templates.business-in-a-box.com/imgs/250px/1144.png",{"label":55,"url":56,"thumb":57,"extension":10},"Equipment Sales Agreement","/template/equipment-sales-agreement-D1147","https://templates.business-in-a-box.com/imgs/250px/1147.png",{"label":59,"url":60,"thumb":61,"extension":10},"Equipment Use 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Agreement","/template/equipment-placement-agreement-D773","https://templates.business-in-a-box.com/imgs/250px/773.png",{"label":83,"url":84,"thumb":85,"extension":10},"Equipment Lease Agreement With Option to Purchase","/template/equipment-lease-agreement-with-option-to-purchase-D1143","https://templates.business-in-a-box.com/imgs/250px/1143.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":102,"url":103},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[96,99],{"label":97,"url":98},"Sales & Marketing","sales-marketing",{"label":100,"url":101},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":119,"url":120},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[114,116],{"label":32,"url":115},"business-legal-agreements",{"label":117,"url":118},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":133,"url":134},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[131,132],{"label":32,"url":115},{"label":32,"url":115},"security agreement","/template/security-agreement-D915",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":154,"url":155},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note","3",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[145,148,151],{"label":146,"url":147},"Finance & Accounting","finance-accounting",{"label":149,"url":150},"Business Loans","business-loan",{"label":152,"url":153},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":157,"descriptionCustom":6,"label":158,"pages":89,"size":159,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":170,"url":171},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":164,"description":6},"letter of intent for purchase of computer equipment",[166,168],{"label":17,"url":167},"production-operations",{"label":20,"url":169},"equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":173,"descriptionCustom":6,"label":174,"pages":8,"size":175,"extension":10,"preview":176,"thumb":177,"svgFrame":178,"seoMetadata":179,"parents":180,"keywords":184,"url":185},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[181],{"label":182,"url":183},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":188,"reviewer":200,"legal_disclaimer":204,"quick_facts":205,"at_a_glance":207,"personas":211,"variants":236,"glossary":263,"clauses":296,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":453,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":510,"classification":511},{"meta_title":189,"meta_description":190,"primary_keyword":191,"secondary_keywords":192},"Repurchase Agreement Equipment Template | BIB","Free equipment repurchase agreement template covering sale, repurchase price, conditions, and transfer of title.","equipment repurchase agreement template",[193,194,195,196,197,198,199],"repurchase agreement equipment template word","equipment buyback agreement template","equipment sale repurchase contract","repurchase agreement template free","equipment repurchase contract","buyback agreement template","equipment resale agreement",{"name":201,"credential":202,"reviewed_date":203},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":206,"legal_review_recommended":204,"signature_required":204,"notarization_required":186},"advanced",{"what_it_is":208,"when_you_need_it":209,"whats_inside":210},"An Equipment Repurchase Agreement is a legally binding contract in which a seller transfers ownership of equipment to a buyer while retaining — or acquiring — the right to repurchase that equipment at a defined price and within a specified timeframe. This free Word download lets you document the original sale, the repurchase option or obligation, price formulas, condition requirements, and title transfer mechanics in a single enforceable document you can edit online and export as PDF.\n","Use it when selling equipment with a negotiated buyback clause, when structuring a sale-leaseback arrangement that includes a repurchase option, or when a dealer or manufacturer commits to repurchasing equipment at a defined residual value after a set period of use.\n","Identification of equipment and parties, original sale price and payment terms, repurchase trigger events, repurchase price formula or fixed amount, condition and inspection requirements, title and risk transfer mechanics, representations and warranties, and default and remedies provisions.\n",[212,216,220,224,228,232],{"title":213,"use_case":214,"icon_asset_id":215},"Equipment dealers and distributors","Committing to buy back machinery from customers at a guaranteed residual value","persona-equipment-dealer",{"title":217,"use_case":218,"icon_asset_id":219},"Manufacturing companies","Selling production equipment while securing the right to reacquire it if operations expand","persona-manufacturing-company",{"title":221,"use_case":222,"icon_asset_id":223},"Construction firms","Structuring buyback terms on heavy machinery sold between contractors or subsidiaries","persona-construction-firm",{"title":225,"use_case":226,"icon_asset_id":227},"Equipment lessors and finance companies","Documenting the repurchase obligation within a sale-leaseback financing structure","persona-equipment-lessor",{"title":229,"use_case":230,"icon_asset_id":231},"Small business owners","Selling surplus equipment to a buyer while retaining a contractual right to buy it back","persona-small-business-owner",{"title":233,"use_case":234,"icon_asset_id":235},"Fleet managers","Arranging guaranteed buybacks on vehicles or fleet assets with a dealer or remarketing company","persona-fleet-manager",[237,241,245,249,252,256,260],{"situation":238,"recommended_template":239,"slug":240},"Selling equipment and immediately leasing it back from the buyer","Sale-Leaseback Agreement","purchase-and-sale-agreement-D13884",{"situation":242,"recommended_template":243,"slug":244},"Granting a buyer the option — but not the obligation — to sell equipment back","Equipment Buyback Option Agreement","equipment-lease-agreement-with-option-to-purchase-D1143",{"situation":246,"recommended_template":247,"slug":248},"Selling equipment outright with no repurchase right","Equipment Sale Agreement","equipment-purchase-agreement-D1146",{"situation":250,"recommended_template":39,"slug":251},"Leasing equipment to another party without a sale component","equipment-lease-agreement-D1140",{"situation":253,"recommended_template":254,"slug":255},"Transferring equipment between related business entities","Asset Transfer Agreement","asset-transfer-and-sale-agreement-brand-D861",{"situation":257,"recommended_template":258,"slug":259},"Providing equipment as collateral for a secured loan","Equipment Security Agreement","remote-work-equipment-and-security-policy-D13763",{"situation":261,"recommended_template":47,"slug":262},"Temporary transfer of equipment for testing or evaluation","equipment-loan-agreement-D12843",[264,267,270,273,276,279,282,284,287,290,293],{"term":265,"definition":266},"Repurchase Price","The agreed amount the original seller (or obligated party) will pay to reacquire the equipment, fixed or calculated by formula at the time of repurchase.",{"term":268,"definition":269},"Repurchase Option","A contractual right — but not an obligation — for one party to buy back equipment at predetermined terms within a defined window.",{"term":271,"definition":272},"Repurchase Obligation","A contractual requirement that one party must buy back the equipment when a defined trigger event occurs, regardless of market conditions.",{"term":274,"definition":275},"Trigger Event","A specified condition — such as expiry of a lease term, a buyer's request within a set window, or a default — that activates the repurchase right or obligation.",{"term":277,"definition":278},"Residual Value","The estimated or agreed fair market value of equipment at the end of a defined use period, commonly used as the basis for a repurchase price.",{"term":280,"definition":281},"Title Transfer","The legal passing of ownership from one party to another, which in a repurchase agreement occurs twice — once at the original sale and again at repurchase.",{"term":88,"definition":283},"A written document evidencing the transfer of personal property ownership from seller to buyer, often executed alongside the repurchase agreement at each transfer.",{"term":285,"definition":286},"Condition Standard","A contractually defined level of equipment condition — often 'normal wear and tear' or a specific grading scale — the equipment must meet for the repurchase obligation to apply.",{"term":288,"definition":289},"UCC Financing Statement","A public filing under the Uniform Commercial Code (in the US) that gives notice of a secured party's interest in personal property, including equipment subject to a repurchase arrangement.",{"term":291,"definition":292},"Depreciation Schedule","A calculation method that reduces the repurchase price over time based on age or usage, used when the repurchase price is formula-driven rather than fixed.",{"term":294,"definition":295},"Risk of Loss","The contractual allocation of responsibility for damage to or destruction of the equipment between the sale date and the repurchase date.",[297,302,307,312,317,322,327,332,337],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Parties and equipment identification","Names the seller and buyer as legal entities and provides a precise description of the equipment — make, model, serial number, year, and any attachments — to ensure there is no ambiguity about what is being bought and repurchased.","This Repurchase Agreement is entered into on [DATE] between [SELLER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer'). The equipment subject to this Agreement ('Equipment') is described as follows: [MAKE], [MODEL], Serial No. [SERIAL NUMBER], Year [YEAR], including [ATTACHMENTS/ACCESSORIES].","Using a generic description like '1 excavator' without a serial number. If the buyer modifies or replaces equipment, the repurchase obligation becomes disputed because the original asset cannot be identified.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Original sale price and payment terms","States the purchase price the buyer pays for the equipment on the initial sale date, the payment method, and any deposit or installment schedule.","Buyer shall purchase the Equipment for a total price of $[AMOUNT] ('Purchase Price'), payable as follows: a deposit of $[DEPOSIT] due on [DATE], with the balance of $[BALANCE] due on or before [DATE] by [wire transfer / certified cheque / other method].","Omitting the payment mechanics and leaving only a total price. If the buyer defaults on an installment, the agreement provides no clear remedy because no schedule was ever defined.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Repurchase right or obligation","Specifies whether the repurchase is an option (one party may elect to exercise it) or an obligation (one party must complete it), who holds the right, and the window during which it may be exercised.","Seller shall have the right [/ obligation] to repurchase the Equipment from Buyer ('Repurchase Right') at any time during the period commencing [START DATE] and ending [END DATE] ('Repurchase Window'), upon written notice to Buyer of not less than [X] days.","Failing to distinguish between an option and an obligation. Courts have enforced ambiguous buyback clauses as obligations rather than options, forcing repurchase at unfavorable prices.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Repurchase price formula","Defines exactly how the repurchase price will be calculated — whether fixed, tied to a depreciation schedule, or pegged to fair market value — to eliminate negotiation disputes at the time of repurchase.","The repurchase price ('Repurchase Price') shall be $[FIXED AMOUNT] [/ calculated as the original Purchase Price less depreciation of $[X] per [month/year] of use / the fair market value as determined by [METHOD] as of the repurchase date].","Setting a fixed repurchase price without accounting for depreciation or market conditions. If equipment values fall sharply, the buyer is commercially harmed; if they rise sharply, the seller is. A formula-based price is more durable.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Condition requirements and inspection","Sets out the condition standard the equipment must meet on the repurchase date and grants the repurchasing party a right to inspect prior to completing the transaction.","At the time of repurchase, the Equipment shall be in [good working order / the condition described in Schedule B], subject only to normal wear and tear. Seller shall have the right to inspect the Equipment within [X] business days prior to the repurchase date. If the Equipment fails to meet the Condition Standard, [Buyer shall repair / the Repurchase Price shall be reduced by the cost of repair not to exceed $[AMOUNT]].","No condition standard at all. Without it, a buyer can return heavily damaged equipment and demand full repurchase price, leaving the seller with a significant repair liability.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Title and risk of loss","Confirms that legal title passes from seller to buyer on the original sale date and passes back from buyer to seller on the repurchase date, and allocates the risk of loss or damage between those two events.","Title to the Equipment shall pass from Seller to Buyer upon receipt of the full Purchase Price. Risk of loss shall be borne by Buyer from the date of delivery until repurchase is completed. Upon payment of the Repurchase Price, title shall pass from Buyer to Seller.","Leaving risk of loss unaddressed during the period between the sale and repurchase. If equipment is destroyed by fire while in the buyer's possession, an unclear risk allocation results in litigation over who absorbs the loss.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Representations and warranties","Each party makes factual assurances — the seller warrants clear title and no encumbrances at the original sale; the buyer warrants the same clean condition on repurchase.","Seller represents and warrants that: (a) Seller has good and marketable title to the Equipment, free and clear of all liens and encumbrances; (b) the Equipment is in the condition described herein; and (c) Seller has full authority to enter into this Agreement. Buyer represents that on the repurchase date, the Equipment will be free of any liens or encumbrances created by Buyer.","Seller warranting condition without a contemporaneous inspection report. If a dispute arises, the warranty is worthless without documented baseline evidence of what condition the equipment was in when the warranty was made.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Default and remedies","Identifies what constitutes a breach — failure to repurchase on time, failure to maintain the equipment, non-payment — and what the non-defaulting party can do, including liquidated damages, specific performance, or resale.","If Buyer fails to deliver the Equipment in the agreed condition or if either party fails to perform its obligations under this Agreement, the non-defaulting party shall provide written notice of default. If the default is not cured within [X] business days, the non-defaulting party may seek specific performance, liquidated damages of $[AMOUNT], or [resale of the Equipment / other remedy] as its sole and exclusive remedy.","No liquidated damages clause. Without a pre-agreed damages figure, calculating actual loss from a failed repurchase — lost resale opportunity, rental cost, market fluctuation — is expensive to litigate.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing law and dispute resolution","Specifies the jurisdiction whose laws govern the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — and where any proceedings will take place.","This Agreement shall be governed by the laws of [STATE/PROVINCE/COUNTRY]. Any dispute arising out of or relating to this Agreement shall be resolved by [binding arbitration administered by [AAA/JAMS/other] in [CITY] / litigation in the courts of [JURISDICTION]], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing jurisdiction with no connection to where the equipment is located or where either party operates. Some courts decline to enforce choice-of-law clauses that have no meaningful nexus to the transaction.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify both parties using their full legal entity names","Enter the seller's and buyer's registered legal names, entity types, states or provinces of incorporation, and principal addresses. Do not use trade names or abbreviations.","Confirm the exact legal name against a current corporate registry filing — a mismatched entity name on a contract can create enforceability issues if the agreement is ever litigated.",{"step":349,"title":350,"description":351,"tip":352},2,"Describe the equipment precisely with serial numbers","Complete the equipment description block with make, model, year, serial number, and a list of all included attachments or accessories. Attach photographs as Schedule A.","Photograph and document the equipment's condition on both the sale date and the repurchase date — this evidence resolves the most common repurchase disputes.",{"step":354,"title":355,"description":356,"tip":357},3,"Set the original sale price and payment schedule","Enter the total purchase price, deposit amount, payment method, and due dates for any installment payments. Specify what happens if a payment is missed — interest, acceleration, or default.","State the currency explicitly, especially for cross-border transactions involving USD, CAD, GBP, or EUR.",{"step":359,"title":360,"description":361,"tip":362},4,"Specify the repurchase structure — option or obligation","Choose clearly whether the repurchase clause is an option (one party may elect to exercise it) or an obligation (one party must complete it). Define who holds the right, the exercise window, and the required notice period.","If the repurchase is contingent on a trigger event — expiry of a lease, a buyer request, or a performance milestone — define that trigger with a specific date or measurable condition, not a vague phrase like 'upon request.'",{"step":364,"title":365,"description":366,"tip":367},5,"Define the repurchase price formula","Choose a fixed price, a depreciation-based formula, or fair market value with a defined appraisal mechanism. Enter all variables — depreciation rate, floor price, ceiling price — so the repurchase price can be calculated mechanically without negotiation.","Include a floor price to protect the seller in case market values collapse beyond the depreciation schedule.",{"step":369,"title":370,"description":371,"tip":372},6,"Document the condition standard and inspection right","Attach a condition checklist as Schedule B defining acceptable wear and tear versus damage requiring repair. Grant the repurchasing party a defined inspection window — typically 5–10 business days — before repurchase closes.","Tie any price adjustment for below-standard condition to an independent appraiser's estimate to remove subjectivity from the dispute.",{"step":374,"title":375,"description":376,"tip":377},7,"Confirm title transfer mechanics and risk of loss","State explicitly when title passes on the original sale (typically at payment) and when it passes on repurchase (at payment of the repurchase price). Confirm that the buyer bears all risk of loss between the two dates.","Require the buyer to maintain property and liability insurance covering the full replacement value of the equipment for the entire period between sale and repurchase.",{"step":379,"title":380,"description":381,"tip":382},8,"Execute before the equipment changes hands","Both parties must sign the agreement — and any attached Bill of Sale — before or simultaneously with the physical transfer of the equipment on the original sale date.","Use a dated signature block that ties execution to a specific calendar date; 'as of' backdating creates evidentiary problems if the agreement is challenged.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"No serial number or precise equipment identification","If the equipment is modified, damaged, or replaced with a similar unit during the repurchase period, the buyer can dispute whether the repurchase obligation applies to what is returned. Without a serial number, the claim is nearly impossible to resolve quickly.","Record the make, model, year, and full serial number in the contract body and attach dated photographs and an inspection report as Schedule A.",{"mistake":389,"why_it_matters":390,"fix":391},"Ambiguous repurchase option versus obligation language","Courts interpreting ambiguous buyback clauses have converted what was intended as a discretionary option into a mandatory obligation, forcing repurchase at above-market prices at inconvenient times.","Use explicit language: 'Seller shall have the right, but not the obligation' for an option, or 'Seller shall be obligated to repurchase' for a mandatory buyback. Review the clause with counsel if the financial exposure is material.",{"mistake":393,"why_it_matters":394,"fix":395},"Fixed repurchase price with no floor or ceiling","If equipment values move significantly from the original sale date — due to market shifts, technological obsolescence, or heavy use — a rigid fixed price either overcompensates or undercompensates one party, creating an incentive to breach rather than perform.","Peg the repurchase price to a depreciation formula with a defined floor (minimum the seller will pay) and consider capping it at fair market value to protect both sides against extreme market movements.",{"mistake":397,"why_it_matters":398,"fix":399},"No condition standard or inspection right before repurchase","Without a defined condition threshold, a buyer can return equipment in materially worse condition than sold and still demand full repurchase price, while the seller has no contractual basis to reduce the payment or refuse the return.","Attach a signed condition checklist at the original sale and include a contractual right to inspect at least five business days before the repurchase date, with a price-adjustment mechanism tied to the cost of any required repairs.",{"mistake":401,"why_it_matters":402,"fix":403},"Failing to address risk of loss between sale and repurchase","If the equipment is destroyed or stolen during the repurchase window and the contract is silent on risk allocation, both parties can claim the other bears the loss — resulting in litigation that the agreement could have prevented entirely.","Include an explicit risk-of-loss clause assigning responsibility to the buyer from delivery until repurchase, and require the buyer to maintain adequate insurance naming the seller as an additional insured.",{"mistake":405,"why_it_matters":406,"fix":407},"No UCC or PPSA filing where equipment serves as collateral","In transactions where the repurchase agreement is part of a financing arrangement and the equipment functions as collateral, failure to file a financing statement means the interest is unperfected — losing priority against other creditors in an insolvency.","Consult with counsel on whether a UCC-1 (US), PPSA (Canada), or equivalent filing is required. File promptly after execution; priority generally runs from the filing date.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is an equipment repurchase agreement?","An equipment repurchase agreement is a contract in which equipment is sold from one party to another, while the original seller — or a third party — retains or acquires the right to buy the equipment back at a defined price and within a specified timeframe. It is commonly used in dealer buyback programs, sale-leaseback structures, and inter-company asset transfers where the seller anticipates needing the equipment again or wants to guarantee a future resale price.\n",{"question":413,"answer":414},"What is the difference between a repurchase option and a repurchase obligation?","A repurchase option gives one party the right — but not the requirement — to buy back the equipment within a defined window. A repurchase obligation is a mandatory commitment: when the trigger event occurs, the obligated party must complete the buyback regardless of market conditions or preference. The distinction matters enormously because courts have interpreted ambiguous language as creating an obligation, exposing sellers to forced buybacks at commercially unfavorable prices.\n",{"question":416,"answer":417},"How is the repurchase price typically calculated?","There are three common methods. A fixed price is agreed at the outset and does not change — simple but inflexible. A depreciation-based formula reduces the original sale price by a set amount per month or year of use, offering predictability while reflecting wear. A fair market value peg ties the repurchase price to an independent appraisal at the time of repurchase, which is fairest in volatile markets but introduces delay and potential dispute. Many agreements combine methods — for example, a depreciation formula with a minimum floor and a fair market value ceiling.\n",{"question":419,"answer":420},"Is an equipment repurchase agreement the same as a sale-leaseback?","Not exactly. A sale-leaseback is a specific financing structure where the seller sells equipment and simultaneously leases it back from the buyer — continuing to use the asset while unlocking cash tied up in it. An equipment repurchase agreement documents the terms under which the seller can reacquire the equipment at a later date, either as a standalone buyback or as a component of a sale-leaseback arrangement. Many sale-leaseback contracts include a repurchase agreement covering the end of the lease term.\n",{"question":422,"answer":423},"What condition standard should the equipment meet at repurchase?","The most commonly used standard is 'good working order, subject to normal wear and tear.' What constitutes normal wear versus damage is the most frequently disputed issue in repurchase transactions. To minimize disputes, attach a signed condition checklist with photographs at the original sale date and specify that any repairs required to return the equipment to that baseline condition will reduce the repurchase price, up to a defined cap. Some agreements reference industry-standard grading scales for specific equipment categories.\n",{"question":425,"answer":426},"Do I need to file a UCC or PPSA financing statement for an equipment repurchase agreement?","It depends on the structure. If the repurchase agreement is part of a secured financing transaction — where the equipment functions as collateral — then perfecting that security interest through a UCC-1 filing (in the US), a PPSA registration (in Canada), or an equivalent in other jurisdictions is typically necessary to protect against other creditors in a bankruptcy or insolvency. If the agreement is a straight commercial buyback with no financing component, a filing may not be required, but consider consulting counsel to confirm based on your jurisdiction and transaction structure.\n",{"question":428,"answer":429},"Can a repurchase agreement be enforced if the equipment is significantly damaged?","Generally, yes — but the repurchase price may be reduced. If the agreement includes a condition standard and price-adjustment mechanism, the repurchasing party can reduce the payment by the cost of necessary repairs, up to any contractual cap. If the equipment is a total loss and the agreement contains a risk-of-loss clause placing that risk on the buyer, the buyer will typically owe the repurchase price regardless and must look to their insurance policy for recovery. Without any of these provisions, the outcome is determined by the applicable jurisdiction's default rules — which may or may not be favorable.\n",{"question":431,"answer":432},"Is a separate bill of sale required when the repurchase is completed?","In most jurisdictions, executing the repurchase agreement and recording the repurchase completion in writing is sufficient to evidence the title transfer. However, issuing a separate bill of sale at each transfer — the original sale and the repurchase — provides cleaner documentation for registration, insurance, and accounting purposes. For vehicles and titled equipment, a separate transfer document is typically required by the relevant registry authority.\n",{"question":434,"answer":435},"What happens if the buyer refuses to honor the repurchase obligation?","If the repurchase is an obligation and the buyer refuses to perform, the seller can pursue remedies as set out in the default clause — typically specific performance (court order compelling the transaction), liquidated damages, or both. Specific performance is available for equipment transactions because the asset may be unique or difficult to replace at the original price. Including a pre-agreed liquidated damages amount in the contract avoids the need to prove actual loss in court, which can be expensive and uncertain.\n",[437,441,445,449],{"industry":438,"icon_asset_id":439,"specifics":440},"Construction and heavy equipment","industry-construction","Dealers and OEMs offer guaranteed buyback programs on excavators, cranes, and loaders as a sales incentive, with repurchase prices tied to hours of use rather than calendar depreciation.",{"industry":442,"icon_asset_id":443,"specifics":444},"Manufacturing","industry-manufacturing","Manufacturers sell surplus production equipment to secondary-market buyers while retaining a repurchase right in case production volumes require the assets to be brought back within a defined window.",{"industry":446,"icon_asset_id":447,"specifics":448},"Transportation and fleet","industry-transportation","Fleet operators and vehicle remarketers use repurchase agreements on trucks, trailers, and specialty vehicles to guarantee a residual value and control resale channel, with mileage-based condition thresholds.",{"industry":450,"icon_asset_id":451,"specifics":452},"Technology and IT equipment","industry-technology","IT hardware vendors and lessors structure repurchase agreements covering servers, networking equipment, and industrial printers, with short repurchase windows reflecting rapid technological obsolescence and strict data-sanitization conditions.",[454,457,460,463],{"vs":247,"vs_template_id":455,"summary":456},"equipment-sale-agreement-D1151","An equipment sale agreement transfers ownership outright with no mechanism for the seller to reacquire the asset. An equipment repurchase agreement adds a contractual right or obligation to buy back the equipment at defined terms. Use an outright sale agreement when there is no anticipated need or desire to recover the asset; use a repurchase agreement when a buyback is commercially important to either party.",{"vs":39,"vs_template_id":458,"summary":459},"equipment-lease-agreement-D13177","A lease grants the lessee the right to use equipment for a defined period without transferring title. A repurchase agreement transfers title on the initial sale and again at repurchase, making both transactions actual ownership changes. Sale-leaseback structures combine elements of both: a sale followed by a lease, often with a repurchase agreement covering the end of the lease term.",{"vs":47,"vs_template_id":461,"summary":462},"equipment-loan-agreement-D1149","An equipment loan agreement allows temporary use of equipment — typically at no charge — without transferring title. A repurchase agreement involves a genuine sale at market price followed by a contractual buyback mechanism. Loan agreements are appropriate for short-term, informal arrangements; repurchase agreements are used when real commercial value is exchanged on both the sale and the buyback.",{"vs":106,"vs_template_id":464,"summary":465},"D{ASSET_PURCHASE_AGREEMENT_ID}","An asset purchase agreement covers the acquisition of one or more business assets, potentially including equipment, inventory, and intangibles, in a single comprehensive transaction with no built-in buyback mechanism. An equipment repurchase agreement is narrower — focused on a specific piece or set of equipment — and includes the repurchase structure as a core term. Use an asset purchase agreement for business acquisitions; use a repurchase agreement for equipment-specific buyback arrangements.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"Standard equipment buyback arrangements between established commercial parties where the repurchase price and conditions are already agreed","Free","30–60 minutes",{"best_for":472,"cost":473,"time":474},"Transactions involving high-value equipment, financing components, or cross-border parties where UCC, PPSA, or equivalent filings may be required","$400–$900","2–4 days",{"best_for":476,"cost":477,"time":478},"Complex sale-leaseback financing structures, multi-asset portfolios, equipment used as secured collateral, or transactions with regulated counterparties","$1,500–$5,000+","1–3 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","Equipment repurchase agreements in the US are governed primarily by UCC Article 2 (sale of goods) and, where the equipment serves as collateral, UCC Article 9 (secured transactions). A UCC-1 financing statement should be filed with the relevant Secretary of State to perfect a security interest in the equipment. Non-compete and choice-of-law provisions vary by state; California and New York courts scrutinize governing law clauses when they lack a meaningful connection to the transaction.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","Canadian equipment repurchase transactions are governed by provincial sale-of-goods legislation and, where financing is involved, the Personal Property Security Acts (PPSA) in each province except Quebec, which uses the Civil Code. PPSA registration is required to perfect a security interest against third-party creditors. Quebec agreements must be drafted in French for provincially regulated entities, and Quebec's civil law framework differs materially from the common-law provinces.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","Equipment repurchase agreements in the UK are governed by the Sale of Goods Act 1979 and the Consumer Rights Act 2015 where a consumer party is involved. Title retention clauses (Romalpa clauses) must be clearly drafted to be effective in an insolvency. Financial Conduct Authority (FCA) authorization may be required if the repurchase agreement is structured as a regulated financial product. Post-Brexit, EU financial regulation no longer applies to UK transactions.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","In the EU, equipment repurchase agreements touching on financial collateral arrangements may fall under the Financial Collateral Arrangements Directive (2002/47/EC). VAT treatment of sale and repurchase transactions varies by member state — some jurisdictions treat the arrangement as a loan rather than two separate sales, which changes the VAT and stamp duty exposure significantly. GDPR applies if personal data is processed in connection with the transaction parties.",[248,251,262,501,502,503,504,505,506,507,508,509],"bill-of-sale-D1229","asset-purchase-agreement-D928","security-agreement-D915","promissory-note-D434","letter-of-intent-for-purchase-of-computer-equipment-D1148","independent-contractor-agreement-D160","non-disclosure-agreement-nda-D12692","service-agreement-D12711","purchase-order-D1411",{"emit_how_to":204,"emit_defined_term":204},{"primary_folder":115,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":521},"sales-and-purchase","agreement","general","all-stages",[517,518,519,520],"contract","equipment-repurchase","sales-agreement","ownership-transfer",0.92,"\u003Ch2>What is an Equipment Repurchase Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Equipment Repurchase Agreement\u003C/strong> is a legally binding contract in which one party sells equipment to another party while retaining — or contractually acquiring — the right or obligation to buy that equipment back at a defined price, in a defined condition, and within a specified timeframe. The agreement governs two ownership transfers: the initial sale from seller to buyer, and the subsequent repurchase from buyer back to seller. It specifies the original sale price, the repurchase price formula, the conditions the equipment must satisfy at the time of repurchase, who bears the risk of loss between the two transactions, and what happens if either party fails to perform. Equipment repurchase agreements are commonly used in dealer buyback programs, sale-leaseback financing structures, and inter-company asset transfers where the seller anticipates needing the equipment again or wants a guaranteed exit at a predetermined value.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written repurchase agreement, a verbal buyback commitment is nearly impossible to enforce — leaving the party relying on it exposed to a counterpart who changes their mind when market conditions shift. The consequences are concrete: equipment values move significantly over even short periods due to depreciation, market demand, and technological obsolescence, and a party expecting a defined residual value may find themselves renegotiating from scratch with no contractual leverage. Beyond price disputes, an undocumented buyback arrangement creates title ambiguity, gaps in insurance coverage, and no basis for recovering costs when equipment is returned in damaged condition. A properly drafted repurchase agreement closes each of these exposures — locking in the price mechanism, allocating risk of loss, setting a condition standard, and providing an enforceable default remedy — before the equipment changes hands the first time.\u003C/p>\n",1778773451196]