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Restaurant Asset Purchase Agreement

Restaurant Asset Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Restaurant Asset Purchase Agreement

"I need a Restaurant Asset Purchase Agreement for buying a high-end Italian restaurant in Dubai Marina, including all kitchen equipment, furniture, and existing staff contracts, with a phased payment structure over three months starting March 2025."

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Document background
A Restaurant Asset Purchase Agreement is essential when transferring ownership of restaurant assets in the UAE. This document is used when a buyer wishes to purchase the physical assets, equipment, and potentially the operational rights of a restaurant business, without necessarily acquiring the selling entity itself. The agreement must comply with UAE federal laws, including the Commercial Transactions Law and Food Safety Law, as well as local municipality regulations. It typically includes detailed inventories of assets, transfer terms, warranties, and specific provisions for UAE licensing and permit transfers. The document is particularly important in the UAE context as it must address local business ownership requirements, commercial licensing, and food safety compliance. It should be drafted to ensure smooth transition of operations while maintaining compliance with all relevant UAE regulations and requirements.
Suggested Sections

1. Parties: Identification of the Seller and Buyer, including full legal names, trade license numbers, and registered addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Assets: Description of assets being sold and purchased, including the agreed purchase price

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment methods

6. Closing: Conditions precedent, closing date, and closing deliverables

7. Seller's Representations and Warranties: Warranties regarding ownership, condition of assets, licenses, permits, etc.

8. Buyer's Representations and Warranties: Warranties regarding legal capacity, funding, and intention to comply with regulations

9. Pre-Closing Covenants: Obligations of both parties before closing, including business operation requirements

10. Post-Closing Covenants: Ongoing obligations after closing, including transition support

11. Indemnification: Mutual indemnification provisions and liability limitations

12. Termination: Circumstances under which the agreement can be terminated and consequences

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

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

Optional Sections

1. Employee Matters: Include when existing employees will be transferred to the buyer

2. Intellectual Property Rights: Include when the sale involves trademarks, recipes, or other IP

3. Non-Competition: Include when restricting seller from competing in the same area

4. Environmental Matters: Include when there are specific environmental concerns or compliance requirements

5. Lease Assignment: Include when the restaurant premises are leased and require landlord consent

6. Bulk Sale Provisions: Include when required by local regulations for large asset transfers

7. Third-Party Consents: Include when specific third-party approvals are needed

8. Transition Services: Include when seller will provide post-closing operational support

Suggested Schedules

1. Schedule A - Purchased Assets: Detailed inventory of all assets being purchased, including equipment, furniture, fixtures

2. Schedule B - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule C - Allocation of Purchase Price: Breakdown of purchase price allocation across different asset categories

4. Schedule D - Permits and Licenses: List of all operational permits and licenses

5. Schedule E - Inventory: Detailed list of food, beverage, and supplies inventory

6. Schedule F - Contracts: List of assigned contracts and agreements

7. Schedule G - Employee Information: List of employees and their employment terms

8. Schedule H - Intellectual Property: Details of any transferred IP, including recipes and trademarks

9. Appendix 1 - Form of Bill of Sale: Template for the formal transfer document

10. Appendix 2 - Closing Checklist: List of all required closing documents and actions

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






















































Clauses









































Relevant Industries

Food & Beverage

Hospitality

Retail

Real Estate

Commercial Property

Small Business

Franchise

Food Service Equipment

Restaurant Supply

Hospitality Equipment

Relevant Teams

Legal

Operations

Finance

Compliance

Property Management

Business Development

Risk Management

Asset Management

Commercial

Mergers & Acquisitions

Relevant Roles

Restaurant Owner

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Commercial Director

Legal Counsel

Operations Manager

Asset Manager

Business Transfer Agent

Restaurant Broker

Franchise Development Manager

Investment Manager

Property Manager

Compliance Officer

Food Safety 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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