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The Business Asset Transfer Agreement is a crucial document used in the United Arab Emirates for transactions involving the transfer of business assets between entities. It is particularly relevant when a business wishes to sell or acquire specific assets rather than conducting a full share transfer or company acquisition. The agreement must comply with UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and related regulations, making it suitable for transactions in both mainland UAE and free zones. This document typically includes comprehensive details about the assets being transferred, purchase price, payment terms, warranties, employee transfers, and regulatory compliance requirements. It's essential for ensuring a legally compliant asset transfer while protecting both parties' interests under UAE law.

1. Parties: Identification of the transferor and transferee, including full legal names, addresses, and registration details

2. Background: Context of the transaction, brief description of the business and assets being transferred

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

4. Sale and Purchase: Core transaction terms including the assets being transferred and basic consideration

5. Purchase Price and Payment: Detailed breakdown of consideration, payment terms, and payment mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transfer

7. Completion: Details of when, where, and how the transfer will be completed, including specific actions required

8. Seller's Warranties: Warranties regarding the assets, business, and seller's capacity to transfer

9. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to enter into the transaction

10. Tax Matters: Allocation of tax liabilities and VAT treatment of the transfer

11. Employees: Treatment of employees and transfer of employment contracts under UAE Labor Law

12. Confidentiality: Obligations regarding confidential information and announcement of the transaction

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. Language: Specification of controlling language (Arabic/English) as required under UAE law

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