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Entity Purchase Agreement
"I need an Entity Purchase Agreement under UAE law for the acquisition of a Dubai-based technology company by a UK buyer, with specific provisions for intellectual property rights transfer and employee retention, targeted for completion by March 2025."
1. Parties: Identification of buyer, seller, and any guarantors, including full legal names and incorporation details as per UAE requirements
2. Background: Context of the transaction, description of the target entity, and purpose of the agreement
3. Definitions and Interpretation: Defined terms and interpretation rules, including Arabic/English language provisions
4. Sale and Purchase: Core transaction terms including assets/shares being sold and basic consideration structure
5. Purchase Price: Detailed price provisions, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites to closing, including regulatory approvals and UAE-specific requirements
7. Pre-Completion Obligations: Seller's obligations in running the business before closing, including compliance with UAE laws
8. Completion: Closing mechanics, deliverables, and timing requirements
9. Warranties: Seller's representations about the business, including UAE-specific compliance warranties
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
11. Tax Matters: Tax warranties, covenants, and indemnities, addressing UAE tax regime
12. Post-Completion Obligations: Post-closing covenants including governmental registrations
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Announcements: Rules for public statements about the transaction
15. Governing Law and Dispute Resolution: UAE law provisions and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses adapted for UAE law
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Required for transactions involving significant employee transfers or UAE labor law considerations
3. Real Estate Provisions: Needed when target owns/leases significant UAE real estate assets
4. Intellectual Property Rights: Required for technology companies or IP-heavy businesses
5. Competition/Antitrust: Needed for larger transactions requiring UAE competition authority approval
6. Environmental Matters: Required for industrial or manufacturing businesses
7. Shareholder Arrangements: Needed when seller retains minority stake post-completion
8. Foreign Investment Provisions: Required when transaction involves foreign ownership considerations
9. Islamic Finance Provisions: Needed when transaction involves Shariah-compliant financing
1. Target Company Details: Corporate information, shareholding structure, and key corporate documents
2. Properties: Details of owned and leased real estate
3. Intellectual Property: List of IP rights and registrations
4. Material Contracts: Summary of key commercial agreements
5. Employee Information: List of employees and employment terms
6. Warranties: Detailed warranties about the business
7. Tax Deed: Detailed tax indemnity provisions
8. Completion Obligations: Detailed closing checklist and deliverables
9. Disclosure Letter: Exceptions and qualifications to warranties
10. Form of Resignation Letters: Template resignation letters for outgoing officers
11. Required Consents: List of third-party and regulatory approvals needed
12. Company Licenses: Details of all UAE corporate and operating licenses
Authors
Accounts Date
Affiliate
Agreement
Anti-Bribery Laws
Applicable Law
Business
Business Day
Business Licenses
Claim
Closing
Closing Date
Companies Law
Competition Authority
Competition Laws
Completion
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Corporate Tax
Data Protection Laws
Disclosure Letter
Encumbrance
Economic Department
Economic Substance Regulations
Effective Date
Employee
Employment Agreements
Financial Statements
Foreign Direct Investment
Free Zone
Fundamental Warranties
Governmental Authority
Group
Guarantee
IFRS
Indemnity
Intellectual Property Rights
Key Employees
Knowledge
Lease Agreements
Liabilities
Licensing Authority
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Economy
Net Working Capital
Notice
Parties
Permits
Purchase Price
Real Estate Assets
Related Party
Relevant Authority
Representatives
Sanctions Laws
Seller's Group
Seller's Warranties
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Rights
Target Company
Tax
Tax Authority
Tax Deed
Tax Return
Third Party
Trade License
Transaction
Transaction Documents
Transfer Date
UAE
UAE Central Bank
VAT
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties
Fundamental Warranties
Tax Warranties
Environmental Warranties
Employment Warranties
Property Warranties
Intellectual Property Warranties
Compliance Warranties
Financial Warranties
Limitation of Liability
Indemnification
Tax Covenants
Employee Matters
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Data Protection
Anti-Corruption
Sanctions Compliance
Foreign Ownership Compliance
Corporate Governance
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Language
Severability
Entire Agreement
Amendments
Costs
Third Party Rights
Counterparts
Financial Services
Real Estate & Construction
Technology & Digital
Healthcare
Retail & Consumer
Manufacturing & Industrial
Energy & Resources
Transportation & Logistics
Hospitality & Tourism
Professional Services
Education
Media & Entertainment
Telecommunications
Legal
Finance
Corporate Development
Strategy
Tax
Compliance
Risk Management
Operations
Business Development
Human Resources
Company Secretarial
Treasury
Integration
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Finance Director
Investment Director
Business Development Director
Strategy Director
Commercial Director
Chief Operating Officer
Company Secretary
Risk Manager
Compliance Officer
Tax Director
Integration Manager
Due Diligence Manager
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