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Business Acquisition Contract

Business Acquisition Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Acquisition Contract

"I need a Business Acquisition Contract for the purchase of a Dubai-based technology company, including specific provisions for intellectual property transfer and employee retention, with completion planned for March 2025."

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Document background
The Business Acquisition Contract is a crucial document used in the United Arab Emirates for facilitating the purchase and sale of businesses, whether through asset or share transfers. It is essential for transactions where one entity acquires ownership or control of another business entity within the UAE jurisdiction. The document must comply with UAE Federal Commercial Companies Law, foreign ownership restrictions, and sector-specific regulations. It typically includes detailed provisions for purchase price determination, warranties, representations, regulatory approvals, and post-completion obligations. The contract addresses UAE-specific requirements such as economic substance rules, local agency requirements, and mandatory governmental approvals. It's particularly important in the context of the UAE's dynamic business environment and its position as a major international business hub.
Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors with full legal names and addresses as per UAE requirements

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

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

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

5. Conditions Precedent: Prerequisites for completion including regulatory approvals, third-party consents, and UAE-specific requirements

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements

7. Completion: Mechanics of completion, timing, location, and actions required at completion

8. Warranties: Seller's warranties about the business, assets, liabilities, and compliance with UAE laws

9. Limitations on Liability: Scope and limitations of seller's liability for warranty breaches and claims

10. Tax Matters: Tax-related provisions, including VAT obligations and tax indemnities

11. Confidentiality: Obligations regarding confidential information and publicity

12. Non-Competition: Non-compete and non-solicitation provisions compliant with UAE law

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

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

Optional Sections

1. Real Estate: Required when the business owns/leases property, addressing transfer of property rights and necessary registrations

2. Intellectual Property: Detailed provisions for IP transfer when the business has significant IP assets

3. Employee Matters: Specific provisions for employee transfer and protection under UAE Labor Law

4. Bank Guarantees: When payment security or performance guarantees are required

5. Environmental Matters: For businesses with environmental compliance obligations

6. Change of Control: When existing contracts require consent for ownership change

7. Earn-out Provisions: When part of purchase price is contingent on future performance

8. Islamic Finance Compliance: When transaction requires Shariah compliance

9. Anti-corruption Compliance: Detailed compliance provisions for regulated industries

Suggested Schedules

1. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments

2. Assets Schedule: Comprehensive list of assets included in the sale

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

4. Properties: Details of owned and leased properties

5. Material Contracts: List and copies of key business contracts

6. Intellectual Property Rights: Schedule of all IP rights owned or licensed

7. Employee Information: List of employees and their key employment terms

8. Warranties: Detailed warranties given by the seller

9. Completion Requirements: Detailed list of completion deliverables and actions

10. Regulatory Approvals: List of required governmental and regulatory approvals

11. Due Diligence Findings: Summary of key due diligence findings and disclosed matters

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acquisition
Agreement
Assets
Business
Business Day
Closing Date
Completion
Confidential Information
Consideration
Disclosure Letter
Due Diligence Report
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Intellectual Property Rights
Liabilities
Material Adverse Change
Material Contracts
Purchase Price
Regulatory Approvals
Seller Warranties
Signing Date
Target Company
Tax
Transaction Documents
Transfer Date
UAE Dirham
Working Capital
Escrow Account
Employee Benefits
Intellectual Property
Management Accounts
Parent Company
Property
Share Capital
Subsidiary
Territory
Trade License
Working Capital Adjustment
Clauses
Parties
Recitals
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Indemnities
Limitations of Liability
Due Diligence
Regulatory Compliance
Employee Matters
Asset Transfer
Intellectual Property
Confidentiality
Non-Competition
Tax Matters
Accounts and Financial Statements
Insurance
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Entire Agreement
Severability
Costs and Expenses
Third Party Rights
Amendments
Counterparts
Relevant Industries

Manufacturing

Real Estate

Technology

Retail

Healthcare

Financial Services

Hospitality

Construction

Energy

Transportation & Logistics

Professional Services

Media & Entertainment

Education

E-commerce

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Risk & Compliance

Due Diligence

Business Development

Operations

Human Resources

Integration

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Counsel

Corporate Lawyer

Investment Director

Business Development Manager

Merger & Acquisition Specialist

Company Secretary

Finance Director

Strategy Director

Risk Manager

Compliance Officer

Due Diligence Manager

Integration Manager

Industries
UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015): Primary legislation governing company formations, operations, and ownership transfers in the UAE. Critical for structuring the acquisition and ensuring compliance with company ownership rules.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Governs commercial transactions and business dealings in the UAE, including provisions relevant to business transfers and commercial contracts.
UAE Competition Law (Federal Law No. 4 of 2012): Regulates anti-competitive practices and requires approval for certain mergers and acquisitions that may affect market competition.
UAE Labor Law (Federal Law No. 8 of 1980): Governs employment relationships and is crucial for managing employee transfers and protecting employee rights during business acquisitions.
UAE Civil Code (Federal Law No. 5 of 1985): Contains general principles of contract law and obligations that apply to business acquisition agreements.
Foreign Direct Investment Law (Federal Law No. 19 of 2018): Regulates foreign ownership of UAE companies and relevant permissions required for foreign investors in business acquisitions.
UAE Anti-Money Laundering Law (Federal Decree Law No. 20 of 2018): Requires due diligence and compliance checks in business transactions to prevent money laundering.
UAE VAT Law (Federal Decree-Law No. 8 of 2017): Important for tax implications and VAT obligations in business transfer transactions.
UAE Bankruptcy Law (Federal Decree Law No. 9 of 2016): Relevant for due diligence and assessment of target company's financial status and potential insolvency issues.
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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