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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."
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
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
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
Retail
Manufacturing
Technology
Professional Services
Healthcare
Hospitality
Real Estate
Construction
Trading
Financial Services
Education
Food and Beverage
Logistics
Media and Entertainment
Automotive
Legal
Finance
Corporate Development
Mergers and Acquisitions
Strategy
Operations
Compliance
Risk Management
Business Development
Commercial
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
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