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Business Purchase And Sale Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Purchase And Sale Agreement

"I need a Business Purchase and Sale Agreement for acquiring a technology company in Dubai, including specific provisions for intellectual property transfer and data protection compliance, with completion planned for March 2025."

Document background
The Business Purchase And Sale Agreement is a fundamental document used in the UAE for transferring ownership of business enterprises. It is essential for transactions involving both asset sales and share transfers, requiring careful consideration of UAE federal laws, including Federal Decree-Law No. 32 of 2021 (Companies Law) and Federal Law No. 18 of 1993 (Commercial Transactions Law). This agreement is particularly important in the UAE context where business transfers often involve additional complexities such as foreign ownership restrictions, local sponsor requirements, and specific emirate-level regulatory approvals. The document comprehensively covers purchase price mechanisms, warranties, indemnities, conditions precedent, and completion requirements, while ensuring compliance with local commercial regulations and market practices.
Suggested Sections

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

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

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

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Purchase price, payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Completion mechanics, timing, and deliverables

9. Warranties: Seller's warranties regarding the business, assets, liabilities, and compliance

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Post-Completion Obligations: Obligations after completion, including transitional arrangements

12. Confidentiality: Confidentiality obligations regarding the transaction and business information

13. Non-Competition: Restrictions on seller's competing activities post-completion

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

15. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement

Optional Sections

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

2. Employee Matters: Required when transfer of employees is a significant aspect of the transaction

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

4. Real Estate: Required when the business includes significant real estate assets

5. Environmental Matters: Necessary for businesses with environmental compliance obligations

6. Data Protection: Required when the business processes significant personal data

7. Tax Covenant: Detailed tax provisions when tax liabilities are a significant concern

8. Shareholder Approval: Required when seller requires shareholder approval for the transaction

9. Third Party Consents: Detailed provisions when significant third-party consents are required

10. Islamic Finance Compliance: Required when transaction involves Sharia-compliant financing

Suggested Schedules

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

2. Excluded Assets: List of assets explicitly excluded from the sale

3. Properties: Details of all real estate owned or leased by the business

4. Intellectual Property Rights: Schedule of all IP owned or licensed by the business

5. Employee Information: Details of all employees, including terms of employment

6. Material Contracts: List and copies of all material business contracts

7. Warranties: Detailed warranties given by the seller

8. Completion Deliverables: List of all documents and items to be delivered at completion

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

10. Required Consents: List of all required regulatory and third-party consents

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























































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Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Healthcare

Hospitality

Real Estate

Construction

Trading

Financial Services

Education

Food and Beverage

Logistics

Media and Entertainment

Automotive

Relevant Teams

Legal

Finance

Corporate Development

Mergers and Acquisitions

Strategy

Operations

Compliance

Risk Management

Business Development

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

General Counsel

Legal Director

Corporate Lawyer

Business Development Manager

Investment Manager

Finance Director

Company Secretary

Compliance Officer

Risk Manager

Operations Director

Commercial Director

Strategy Manager

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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