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Sales And Purchase Agreement Spa
"I need a basic Sales and Purchase Agreement (SPA) for selling my manufacturing equipment to a local UAE company, with standard payment terms and warranties for industrial machinery."
1. Parties: Identification of buyer and seller with full legal names, addresses, and registration details if companies
2. Background: Context of the transaction and brief description of what is being sold and purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including description of assets/goods being sold and purchased
5. Purchase Price: Price, payment terms, method of payment, and payment schedule if applicable
6. Completion: Details of when and how the transfer of ownership will occur
7. Seller's Warranties: Warranties regarding ownership, condition, and quality of the sale items
8. Buyer's Warranties: Warranties regarding ability to pay and complete the transaction
9. Pre-Completion Obligations: Obligations of both parties before completion of the sale
10. Post-Completion Obligations: Ongoing obligations after the sale is completed
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
13. Notices: How formal communications between parties should be made
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
15. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Used when completion is subject to certain conditions being met first
2. Due Diligence: Include when buyer needs to conduct investigations before completion
3. Intellectual Property: Required when the sale includes IP rights
4. Employee Matters: Necessary when the sale involves transfer of employees
5. Tax Matters: Include detailed tax provisions for complex commercial transactions
6. Environmental Matters: Required for sales involving real estate or industrial assets
7. Regulatory Approvals: Include when the transaction requires government or regulatory approval
8. Confidentiality: Optional detailed confidentiality provisions for sensitive transactions
9. Force Majeure: Detailed force majeure provisions for long-term or complex transactions
10. Islamic Finance Compliance: Required when transaction needs to comply with Shariah principles
1. Schedule 1 - Asset Description: Detailed description of assets/goods being sold
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4 - Warranties: Detailed warranties beyond those in main agreement
5. Schedule 5 - Existing Encumbrances: List of any existing liens, charges or encumbrances
6. Appendix A - Form of Transfer Documents: Template transfer documents required for completion
7. Appendix B - Technical Specifications: Detailed technical specifications of goods/assets
8. Appendix C - Required Consents: List of third-party consents required
9. Appendix D - Disclosure Letter: Seller's disclosures against warranties
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Force Majeure Event
Governing Law
Intellectual Property Rights
Liability
Long Stop Date
Material Adverse Change
Notice
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Related Parties
Relevant Authority
Representatives
Sale Assets
Schedules
Security Interest
Seller
Signing Date
Specification
Tax
Third Party
Transaction
Transfer Date
UAE
VAT
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Indemnification
Title and Risk
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Default
Remedies
Notices
Amendments
Waiver
Severability
Further Assurance
Costs
Entire Agreement
Third Party Rights
Counterparts
Time of Essence
Governing Law
Jurisdiction
Dispute Resolution
Language
Compliance with Laws
Anti-Corruption
Data Protection
Tax Matters
Insurance
Environmental Matters
Intellectual Property
Employee Matters
Regulatory Compliance
Bank Guarantees
Escrow Arrangements
Real Estate
Manufacturing
Retail
Technology
Energy
Construction
Healthcare
Automotive
Professional Services
Consumer Goods
Industrial
Agriculture
Hospitality
Education
Financial Services
Legal
Finance
Procurement
Sales
Commercial
Operations
Risk and Compliance
Business Development
Property Management
Asset Management
Corporate Secretariat
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Contract Manager
Procurement Manager
Sales Director
Business Development Manager
Commercial Director
Property Manager
Asset Manager
Finance Manager
Operations Director
Risk Manager
Compliance Officer
Company Secretary
General Manager
Project Manager
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