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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."
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
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
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
Accounting Standards
Affiliate
Assets
Business
Business Day
Business Intellectual Property
Business Records
Completion
Completion Date
Confidential Information
Consideration
Corporate Tax
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Escrow Account
Excluded Assets
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Lease
Liabilities
License
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Economy
Permits
Properties
Purchase Price
Purchaser
Related Party
Relevant Authority
Representatives
Seller
Seller Warranties
Share Capital
Shareholders
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Territory
Third Party
Transaction
Transaction Documents
Transfer Date
UAE
UAE Dirham
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Escrow
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Liability Limitations
Asset Transfer
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Regulatory Compliance
Tax Matters
Insurance
Force Majeure
Assignment
Termination
Notices
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Costs
Announcements
Governing Law
Dispute Resolution
Retail
Manufacturing
Technology
Professional Services
Healthcare
Real Estate
Hospitality
Construction
Trading
E-commerce
Financial Services
Education
Logistics
Media and Entertainment
Food and Beverage
Legal
Finance
Corporate Development
Mergers & Acquisitions
Due Diligence
Compliance
Risk Management
Operations
Strategy
Integration
Treasury
Tax
Human Resources
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
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