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Agreement Of Purchase And Sale
"I need an Agreement of Purchase and Sale governed by UAE law for the acquisition of a manufacturing facility in Dubai Industrial City, including provisions for employee transfer and environmental compliance, with completion planned for March 2025."
1. Parties: Identification of the seller and purchaser with full legal names, addresses, and registration details as required under UAE law
2. Background: Context of the transaction and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including clear description of what is being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price and payment terms
6. Completion: Timing and mechanics of completion, including requirements for transfer of ownership
7. Seller's Warranties: Warranties given by the seller regarding the asset/property being sold
8. Purchaser's Warranties: Warranties given by the purchaser, including capacity to enter into the agreement
9. Pre-Completion Obligations: Obligations of both parties before completion, including any conditions precedent
10. Post-Completion Obligations: Ongoing obligations after completion
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
13. Notices: Process for serving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Due Diligence: Used when the purchaser needs to conduct investigations before completion
2. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
3. Tax Provisions: Included when there are specific tax implications that need to be addressed
4. Employee Matters: Required when the sale involves transfer of employees
5. Intellectual Property: Included when IP rights are part of the sale
6. Environmental Matters: Used when environmental liabilities need to be addressed
7. Transitional Services: Required when post-completion services are needed from the seller
8. Anti-Money Laundering Provisions: Required for high-value transactions under UAE law
9. Sharia Compliance: Required when the transaction needs to comply with Islamic finance principles
1. Asset Schedule: Detailed description of assets being sold
2. Purchase Price Calculation: Detailed breakdown of how the purchase price is calculated
3. Form of Transfer Documents: Templates for documents required to transfer ownership
4. Completion Checklist: List of actions and documents required at completion
5. Warranty Schedule: Detailed warranties given by the seller
6. Property Details: Detailed description of any real property included in the sale
7. Encumbrances: List of any existing encumbrances on the assets
8. Required Consents: List of third-party consents required for the transaction
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Governmental Authority
Intellectual Property Rights
Liability
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Regulatory Approvals
Related Parties
Relevant Authority
Representatives
Seller
Signing Date
Tax
Transaction
Transfer Documents
UAE
VAT
Warranties
Working Hours
Property
Title Deed
Registration Authority
Escrow Account
Escrow Agent
Due Diligence
Disclosure Letter
Force Majeure Event
Losses
Payment Terms
Security Interest
Termination Date
Transfer Fee
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Due Diligence
Title and Risk
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Assignment
Termination
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Language
Registration
Regulatory Compliance
Anti-Money Laundering
Data Protection
Tax
Insurance
Environmental Compliance
Employee Matters
Intellectual Property
Property Transfer
Encumbrances
Asset Transfer
Escrow Arrangements
Real Estate
Manufacturing
Retail
Technology
Healthcare
Hospitality
Financial Services
Energy
Construction
Professional Services
Automotive
Industrial
Consumer Goods
Agriculture
Legal
Finance
Commercial
Compliance
Operations
Property Management
Asset Management
Risk Management
Business Development
Corporate Secretariat
Procurement
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Commercial Director
Business Development Manager
Property Manager
Asset Manager
Investment Manager
Compliance Officer
Finance Manager
Operations Director
Contract Manager
Real Estate Manager
Procurement Manager
Risk Manager
Company Secretary
Legal Counsel
Transaction Manager
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