Purchase Agreement For Buying A Business Template for United Arab Emirates

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Key Requirements PROMPT example:

Purchase Agreement For Buying A Business

"I need a Purchase Agreement For Buying A Business for acquiring 100% shares of a Dubai-based software development company, with completion planned for March 2025; the agreement should include specific provisions for intellectual property transfer and employee retention incentives."

Document background
The Purchase Agreement For Buying A Business is a crucial document used in merger and acquisition transactions within the United Arab Emirates. It serves as the primary contract governing the transfer of business ownership, whether through asset or share purchase, and must comply with UAE federal and emirate-specific laws. This document is essential when acquiring any business in the UAE mainland or free zones, requiring careful consideration of foreign ownership restrictions, corporate tax implications, and regulatory approvals. The agreement typically includes detailed provisions for purchase price mechanics, conditions precedent, warranties, indemnities, and post-completion obligations, while addressing UAE-specific requirements such as commercial agency laws and Ministry of Economy approvals where applicable.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal names and addresses

2. Background: Context of the transaction, including brief description of the business 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 (assets, shares, or both)

5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics

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

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

8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

9. Warranties: Seller's warranties about the business, assets, and liabilities

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

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

12. Restrictive Covenants: Non-compete and non-solicitation provisions

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Requirements for public announcements about the transaction

15. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

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

2. Employee Matters: Required when specific arrangements for employees are needed, including transfer terms

3. Intellectual Property Assignment: Needed when significant IP assets are involved in the transfer

4. Real Estate Provisions: Required when the business owns or leases significant property assets

5. Tax Covenant: Detailed tax-related provisions, particularly important with the new UAE corporate tax

6. Environmental Matters: Required for businesses with environmental risks or obligations

7. Free Zone Provisions: Required when the business operates in a UAE free zone

8. Shareholder Approval: Needed when seller requires shareholder approval for the transaction

Suggested Schedules

1. Business Assets Schedule: Detailed list of all assets included in the sale

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

3. Properties Schedule: Details of owned and leased properties

4. Intellectual Property Schedule: List of all IP rights owned or used by the business

5. Employee Schedule: List of employees and their key employment terms

6. Material Contracts Schedule: List of important business contracts being transferred

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Warranties Schedule: Detailed warranties about the business

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

10. Working Capital Statement: Target working capital calculation and adjustment mechanics

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

Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Trading

E-commerce

Financial Services

Education

Logistics

Media and Entertainment

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Due Diligence

Compliance

Risk Management

Operations

Strategy

Integration

Treasury

Tax

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Counsel

Corporate Lawyer

Business Development Director

Investment Manager

Finance Director

Operations Director

Company Secretary

Compliance Officer

Risk Manager

Integration Manager

Due Diligence Manager

Transaction Advisory Manager

Industries
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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