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Company Purchase Agreement

Company Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Company Purchase Agreement

"I need a Company Purchase Agreement for acquiring a Dubai-based technology company, with specific provisions for intellectual property rights transfer and employee retention incentives, planned to complete by March 2025."

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Document background
The Company Purchase Agreement serves as the primary transaction document for corporate acquisitions in the United Arab Emirates, whether structured as a share purchase or asset purchase. This document is essential when acquiring or selling a company or business in the UAE, requiring careful consideration of local laws including the UAE Commercial Companies Law, Foreign Direct Investment Law, and various sector-specific regulations. It typically includes detailed provisions covering purchase price mechanics, warranties and indemnities, conditions precedent, completion mechanics, and post-completion obligations. The agreement must account for UAE-specific requirements such as foreign ownership restrictions, regulatory approvals, and local commercial practices. It's particularly crucial to ensure compliance with UAE commercial laws while protecting both parties' interests through proper risk allocation and clear governance mechanisms.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s), and the target company, including their full legal names and registration details as per UAE requirements

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment mechanisms

5. Conditions Precedent: Prerequisites that must be satisfied before completion, including regulatory approvals and third-party consents

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

7. Completion: Mechanics of closing the transaction, including timing, location, and actions required from each party

8. Warranties: Seller's warranties regarding the company, its assets, liabilities, and operations

9. Limitations on Liability: Limitations on warranty claims and general liability of the parties

10. Tax Matters: Tax-related provisions, including allocations of liability and tax covenant

11. Confidentiality: Obligations regarding confidential information and announcements

12. Post-Completion Obligations: Ongoing obligations after completion, including transitional services if required

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

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

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, included when seller is an individual or business that could compete

2. Employee Matters: Detailed provisions regarding treatment of employees, included when there are significant employment considerations

3. Intellectual Property Rights: Special provisions for IP transfer and protection, included when IP is a significant asset

4. Real Estate: Specific provisions for real estate transfers, included when property is a major component

5. Environmental Matters: Environmental warranties and indemnities, included for businesses with environmental risks

6. Earn-out Provisions: Mechanisms for additional payments based on future performance, included when part of purchase price is contingent

7. Break Fee: Provisions for payment if transaction fails, included in high-value or complex transactions

8. Security for Claims: Provisions for securing warranty or indemnity claims, included when there are significant risks

Suggested Schedules

1. Company Details: Detailed information about the target company, including corporate information and capital structure

2. Properties: List and details of all real estate owned or leased by the company

3. Intellectual Property: Schedule of all IP owned or licensed by the company

4. Material Contracts: List and details of key commercial contracts

5. Employees: List of employees and their key employment terms

6. Bank Accounts and Borrowings: Details of all banking relationships and outstanding debt

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

8. Warranties: Detailed warranties given by the seller

9. Tax Covenant: Detailed provisions regarding tax indemnities and conduct of tax matters

10. Disclosure Letter: Seller's disclosures against the warranties

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
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Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Financial Services

Professional Services

Construction

Energy

Telecommunications

Hospitality

Transport and Logistics

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Risk & Compliance

Due Diligence

Business Development

Corporate Secretariat

Treasury

Tax

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Lawyer

Finance Director

Investment Manager

Business Development Director

Company Secretary

Risk Manager

Compliance Officer

Transaction Manager

Due Diligence Manager

Corporate Development Manager

Board Member

Managing Director

Chief Operating Officer

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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