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Buyout Agreement

Buyout Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Buyout Agreement

"I need a Buyout Agreement for the purchase of a UAE-based technology company, where our Singapore holding company will acquire 100% of the shares from three individual shareholders, with completion planned for March 2025 and including post-completion technical support arrangements."

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Document background
A Buyout Agreement is a crucial document used in the UAE business environment when one party seeks to acquire complete ownership of a business entity or its assets from existing owners. This document is essential for both local and international transactions within the UAE jurisdiction, requiring careful consideration of local ownership requirements, foreign investment regulations, and commercial laws. The agreement typically includes detailed provisions for purchase price determination, payment mechanisms, warranties, representations, and regulatory compliance requirements. When drafting a Buyout Agreement in the UAE, special attention must be paid to local commercial regulations, particularly Federal Law No. 2 of 2015 and its amendments, as well as sector-specific requirements and foreign ownership restrictions. The document serves as a comprehensive framework for the transaction, ensuring all necessary approvals, conditions precedent, and post-completion obligations are properly addressed.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and registration details as per UAE requirements

2. Background: Context of the transaction, description of the business/assets being sold, and current ownership structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Arabic/English language provisions

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Details of consideration, payment method, and timing, including any adjustments

6. Conditions Precedent: Required approvals, consents, and conditions that must be met before completion

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

8. Completion: Completion mechanics, timing, location, and deliverables

9. Warranties and Representations: Standard and specific warranties from both parties

10. Limitations on Claims: Limitations on warranty claims, time limits, and financial caps

11. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

12. Confidentiality: Confidentiality obligations and permitted disclosures

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. Non-Competition: Restrictions on seller's future business activities - include when selling an entire business

2. Employee Matters: Provisions dealing with transfer of employees - include when employees are being transferred

3. Real Estate: Specific provisions for real estate transfer - include when real property is part of the transaction

4. Intellectual Property: Specific IP transfer provisions - include when IP is a significant asset

5. Tax Matters: Tax-specific provisions - include when there are significant tax implications

6. Transitional Services: Terms for post-completion services - include when ongoing support is needed

7. Bank Accounts and Finance: Provisions for handling existing financing - include when dealing with company debt

8. Power of Attorney: PoA provisions - include when required for post-completion actions

Suggested Schedules

1. Schedule 1 - Details of the Company: Company information including registration details, share capital, and current ownership

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions precedent to completion

3. Schedule 3 - Completion Requirements: Detailed list of completion deliverables and actions

4. Schedule 4 - Warranties: Detailed warranties, particularly business and tax warranties

5. Schedule 5 - Properties: Details of any real estate assets included in the sale

6. Schedule 6 - Intellectual Property: List of IP rights included in the sale

7. Schedule 7 - Employees: List of employees and their key terms of employment

8. Schedule 8 - Material Contracts: List of key contracts being transferred

9. Appendix 1 - Form of Resignation Letters: Template resignation letters for outgoing officers

10. Appendix 2 - Transfer Instruments: Forms of transfer documents required under UAE law

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
Agreement
Applicable Law
Assets
Business
Business Day
Buyer
Claim
Companies Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Escrow Account
Escrow Agent
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Parent Company
Parties
Properties
Purchase Price
Purchase Price Adjustment
Related Party
Relevant Authority
Representatives
Sale Shares
Seller
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
UAE
UAE Dirham
Warranties
Working Capital
Working Capital Adjustment
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties and Representations
Seller Warranties
Buyer Warranties
Tax Covenants
Limitations on Liability
Indemnification
Non-Competition
Confidentiality
Employee Matters
Asset Transfer
Intellectual Property Rights
Real Estate
Assignment
Force Majeure
Termination
Notices
Governing Law
Dispute Resolution
Language
Further Assurance
Costs and Expenses
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Counterparts
Authority and Capacity
Anti-Corruption
Data Protection
Regulatory Compliance
Environmental Matters
Insurance
Bank Accounts
Powers of Attorney
Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Healthcare

Financial Services

Professional Services

Energy

Construction

Hospitality

Trading

E-commerce

Transportation

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Strategy

Business Development

Executive Leadership

Treasury

Corporate Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Director

Financial Controller

Company Secretary

Compliance Officer

Due Diligence Manager

Mergers & Acquisitions Director

Private Equity Manager

Strategy Director

Risk Manager

Industries
UAE Federal Law No. 2 of 2015 (Companies Law): Governs corporate regulations, share transfers, and ownership changes in UAE companies. Critical for structuring the buyout transaction and ensuring compliance with local ownership requirements.
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the fundamental principles of contract law, including formation, validity, and enforcement of contracts in the UAE. Essential for the basic structure and enforceability of the buyout agreement.
UAE Federal Law No. 4 of 2012 (Competition Law): Regulates competition and prevents monopolistic practices. Relevant for ensuring the buyout doesn't create market dominance issues or violate anti-competition regulations.
UAE Federal Law No. 8 of 1980 (Labor Law): Governs employment relationships and worker rights. Important if the buyout involves transfer of employees or workforce restructuring.
UAE Federal Decree-Law No. 32 of 2021 (Commercial Companies Law): Updates to company regulations including provisions for foreign ownership, mergers, and acquisitions. Critical for structuring ownership transfer and foreign investment aspects.
UAE Federal Decree-Law No. 33 of 2021 (Commercial Transactions Law): Governs commercial transactions and business dealings. Relevant for payment terms, securities, and commercial aspects of the buyout.
UAE Cabinet Resolution No. 58 of 2020: Regulates foreign direct investment and ownership in UAE companies. Essential for determining permissible ownership structures and foreign investment restrictions.
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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