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Business Purchase Agreement

Business Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Purchase Agreement Template

"I need a Business Purchase Agreement Template for acquiring a Dubai-based manufacturing company, including specific provisions for machinery transfer and employee retention, with completion planned for March 2025."

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Document background
The Business Purchase Agreement Template is designed for use in the United Arab Emirates for transactions involving the sale and purchase of business enterprises. This document serves as a comprehensive framework for both asset and share purchase transactions, incorporating requirements under UAE Federal Law No. 32 of 2021 (Commercial Companies Law), UAE Federal Law No. 18 of 1993 (Commercial Transactions Law), and other relevant legislation. It is particularly suitable for medium to large-scale business acquisitions, providing detailed provisions for purchase price mechanics, warranties, indemnities, and regulatory compliance. The template can be customized for various business sectors and transaction structures, including both mainland UAE companies and free zone entities, while ensuring compliance with local laws and regulations.
Suggested Sections

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

2. Background: Context of the transaction, description of the business, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, ensuring clarity and consistency

4. Sale and Purchase: Core transaction terms including what is being sold and purchased, and the basic deal structure

5. Purchase Price: Detailed breakdown of consideration, payment terms, and any adjustments

6. Completion: Timing and mechanics of completion, including conditions precedent and completion obligations

7. Seller's Warranties: Standard warranties regarding business, assets, liabilities, and compliance with laws

8. Purchaser's Warranties: Basic warranties regarding capacity to purchase and funding

9. Pre-Completion Obligations: Conduct of business requirements between signing and completion

10. Post-Completion Obligations: Required actions after completion, including business transition

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on seller's future business activities

13. Employees: Treatment of employees and associated liabilities

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

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

Optional Sections

1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Property Lease: Required if business premises are leased and transfer of lease is part of transaction

3. Intellectual Property: Detailed IP provisions if business has significant IP assets

4. Environmental Matters: Required for businesses with environmental risks or compliance obligations

5. Tax Covenant: Detailed tax provisions if significant tax risks or structured tax arrangements exist

6. Transitional Services: When seller will provide services to business post-completion

7. Share Transfer Provisions: Required if transaction involves share transfer rather than asset purchase

8. Regulatory Approvals: When transaction requires specific regulatory clearances

9. Bank Funding: Required when purchase is funded by bank financing

Suggested Schedules

1. Schedule 1: Business Assets: Detailed list of all assets included in the sale

2. Schedule 2: Excluded Assets: Assets specifically excluded from the sale

3. Schedule 3: Properties: Details of all business properties and lease arrangements

4. Schedule 4: Intellectual Property: List of all IP rights, registrations, and licenses

5. Schedule 5: Material Contracts: Key business contracts being transferred

6. Schedule 6: Employees: List of employees, their terms, and benefits

7. Schedule 7: Warranties: Detailed warranties given by the seller

8. Schedule 8: Completion Requirements: Detailed list of completion deliverables

9. Schedule 9: Permitted Encumbrances: List of permitted liens and encumbrances on assets

10. Appendix A: Form of Transfer Documents: Templates for asset transfer documentation

11. Appendix B: Completion Accounts: Format and principles for completion accounts

12. Appendix C: Bank Details: Payment instructions and account details

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


















































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Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Healthcare

Real Estate

Hospitality

Construction

Trading

Distribution

Education

Financial Services

Media and Entertainment

Transportation and Logistics

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Strategy

Operations

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Business Development Director

Mergers & Acquisitions Manager

Investment Director

Commercial Director

Finance Manager

Company Secretary

Compliance Officer

Risk Manager

Strategic Planning Director

Operations Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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