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Company Sale And Purchase Agreement

Company Sale And Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Company Sale And Purchase Agreement Template

"I need a Company Sale and Purchase Agreement Template for the acquisition of a UAE-based technology company, with specific provisions for intellectual property rights protection and an earn-out mechanism based on the target's performance through 2025."

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Document background
The Company Sale And Purchase Agreement Template is designed for use in corporate acquisition transactions within the United Arab Emirates legal framework. It serves as a foundational document for negotiating and executing company sales, whether for complete or partial ownership transfers. The template incorporates essential elements required under UAE Federal Commercial Companies Law and related regulations, including provisions for foreign ownership restrictions, regulatory approvals, and local corporate governance requirements. It is structured to accommodate various transaction sizes and complexities, from small private company sales to larger corporate acquisitions, while ensuring compliance with UAE commercial law and market practice. The document includes comprehensive provisions for purchase price mechanisms, warranties, indemnities, pre-completion and post-completion obligations, and dispute resolution procedures specific to the UAE jurisdiction.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

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

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

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

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the company, business, and assets

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Matters: Tax-related provisions, indemnities, and allocations of responsibility

12. Confidentiality: Obligations regarding confidential information and announcements

13. Non-Competition: Restrictions on seller's competitive activities post-completion

14. Further Assurance: Obligations to take additional actions necessary to effect the transaction

15. Notices: Process and requirements for formal communications between parties

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

17. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Employee Matters: Include when specific arrangements for employees are required

3. Intellectual Property Rights: Include when IP assets are material to the transaction

4. Real Estate Provisions: Include when company owns or leases significant real estate

5. Environmental Matters: Include for companies with environmental risks or obligations

6. Data Protection: Include when company handles significant personal data

7. Parent Company Guarantee: Include when parent company guarantees are required

8. Break Fee: Include when parties agree to break fee arrangements

9. Transitional Services: Include when post-completion services are required from seller

Suggested Schedules

1. Company Details: Details of target company including corporate information and structure

2. Properties: List and details of real estate owned or leased by the company

3. Intellectual Property: Schedule of IP rights owned or licensed by the company

4. Material Contracts: List and details of key commercial contracts

5. Employees: List of employees and their key employment terms

6. Plant and Equipment: Schedule of material plant, machinery and equipment

7. Completion Obligations: Detailed list of completion deliverables and requirements

8. Warranties: Detailed warranties given by the seller

9. Tax Covenant: Detailed tax indemnity provisions

10. Permitted Leakage: List of permitted value extractions in locked box deals

11. Form of Resignation Letters: Template resignation letters for outgoing directors

12. Form of Board Resolutions: Template board resolutions required for completion

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
Accounts
Accounting Standards
Affiliate
Agreement
Board
Business
Business Day
Buyer
Claim
Companies Law
Completion
Completion Date
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Liability
License
Loss
Management Accounts
Material Adverse Change
Material Contract
Notice
Parties
Permits
Prohibited Person
Purchase Price
Regulatory Approvals
Seller
Seller Warranties
Share Capital
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Territory
Transaction Documents
UAE
UAE Dirhams
Warranties
Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Healthcare

Financial Services

Professional Services

Construction

Hospitality

Energy

Transportation

E-commerce

Education

Media and Entertainment

Trading

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Business Development

Corporate Secretariat

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Business Development Director

Investment Manager

Company Secretary

Finance Director

Managing Director

Commercial Director

Risk Manager

Compliance Officer

Board Member

Industries
UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015): Primary legislation governing company formations, operations, and transfers in the UAE. Crucial for structuring the transaction and ensuring compliance with corporate requirements.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and business dealings, providing framework for sale agreements and commercial contracts.
UAE Foreign Direct Investment Law (Federal Law No. 19 of 2018): Governs foreign ownership in UAE companies and relevant restrictions or permissions for foreign investors acquiring UAE companies.
UAE Competition Law (Federal Law No. 4 of 2012): Regulates competition and monopolistic practices, relevant for merger control and acquisition approvals if threshold requirements are met.
UAE Labor Law (Federal Law No. 8 of 1980): Governs employment relationships and worker rights, crucial for handling employee transfers and employment continuity during company sale.
UAE Tax Procedures Law (Federal Law No. 7 of 2017): Relevant for tax implications of the transaction, including VAT considerations and tax compliance requirements.
UAE Civil Code (Federal Law No. 5 of 1985): Provides general principles of contract law and obligations, relevant for general contractual aspects of the sale agreement.
UAE Anti-Money Laundering Law (Federal Decree Law No. 20 of 2018): Ensures compliance with AML regulations during ownership transfer and payment processes.
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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