Business Sale Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Sale Purchase Agreement

"I need a Business Sale Purchase Agreement for selling my Dubai-based software development company to a multinational corporation, with completion planned for March 2025, including specific provisions for intellectual property transfer and employee retention."

Document background

The Business Sale Purchase Agreement is a crucial document used in the UAE for transferring ownership of a business from one party to another. It is essential for transactions involving complete or partial business acquisitions, whether asset-based or share-based transfers. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law), Federal Law No. 18 of 1993 (Commercial Transactions Law), and other relevant UAE regulations. This document is particularly important in the UAE context as it must address specific local requirements such as commercial licensing, foreign ownership restrictions, and economic department approvals. It typically includes detailed provisions for due diligence findings, warranties, indemnities, and both pre and post-completion obligations, while considering UAE market practices and regulatory framework.

Suggested Sections

1. Parties: Identification of the Seller and Purchaser with full legal names and addresses

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

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

4. Sale and Purchase: Core transaction terms including purchase price, payment terms, and what is being sold

5. Conditions Precedent: Conditions that must be satisfied before completion of the sale

6. Completion: Details of when, where, and how the transfer will take place

7. Purchase Price and Payment: Detailed breakdown of consideration, payment method, and timing

8. Seller's Warranties: Warranties regarding the business, assets, liabilities, and operations

9. Purchaser's Warranties: Warranties from the purchaser regarding authority and ability to complete the transaction

10. Employee Matters: Treatment of employees, transfer arrangements, and related obligations

11. Assets and Liabilities: Detailed provisions regarding transfer of assets and treatment of liabilities

12. Pre-Completion Obligations: Obligations of parties between signing and completion

13. Post-Completion Obligations: Ongoing obligations after completion including transition support

14. Indemnities: Indemnification provisions for breaches and specific risks

15. Confidentiality: Obligations regarding confidential information and announcements

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

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property: Detailed provisions for IP transfer when the business involves significant IP assets

2. Real Estate: Specific provisions for transfer of property rights when real estate is involved

3. Competition Restrictions: Non-compete and non-solicitation provisions where required

4. Earn-out Provisions: Structure for additional payments based on future performance

5. Tax Matters: Specific tax-related provisions for complex transactions

6. Environmental Matters: Environmental warranties and indemnities for businesses with environmental risks

7. Data Protection: Provisions for handling personal data transfer where relevant

8. Foreign Investment Provisions: Special provisions when the purchaser is a foreign entity

Suggested Schedules

1. Business Description: Detailed description of the business being sold

2. Asset Register: Complete list of tangible and intangible assets included in the sale

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

4. Employee List: Details of all employees including terms of employment

5. Material Contracts: List and copies of all material contracts being transferred

6. Intellectual Property Rights: Schedule of all IP rights owned or used by the business

7. Properties: Details of all properties owned or leased by the business

8. Warranties: Detailed warranties given by the seller

9. Completion Requirements: Detailed list of documents and actions required at completion

10. Permitted Encumbrances: List of permitted liens and encumbrances on assets

11. Financial Statements: Recent financial statements of the business

12. Licenses and Permits: List of all business licenses and regulatory permits

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Healthcare

Hospitality

Real Estate

Construction

Trading

Logistics

Financial Services

Education

Food & Beverage

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Commercial

Operations

Strategy

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Investment Manager

Business Development Director

Financial Controller

Compliance Officer

Risk Manager

Mergers & Acquisitions Director

Company Secretary

Commercial Director

Operations Director

Strategy Manager

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Let's create your Business Sale Purchase Agreement

Authors

Alex Denne

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