1. Parties: Identifies and defines the Seller and Buyer with their complete legal details including trade license numbers
2. Background: Describes the business being sold, its nature, and the intention of the parties to enter into the sale and purchase transaction
3. Definitions: Defines key terms used throughout the agreement including Business, Assets, Completion Date, Purchase Price, etc.
4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the business, including what is included/excluded from the sale
5. Purchase Price: Specifies the total consideration, payment terms, deposit requirements, and payment mechanisms
6. Conditions Precedent: Lists conditions that must be satisfied before completion, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Details the obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Specifies the completion mechanics, timing, and deliverables required from each party
9. Seller's Warranties: Comprehensive warranties regarding the business, assets, employees, contracts, and compliance
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to enter into the transaction
11. Indemnities: Specific indemnities provided by the seller and/or buyer
12. Post-Completion Obligations: Ongoing obligations after completion, including transition support and cooperation
13. Confidentiality: Provisions regarding confidentiality of transaction and business information
14. Governing Law and Jurisdiction: Specifies UAE law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including notices, amendments, entire agreement, etc.
