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Acquisition Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Acquisition Purchase Agreement

"I need an Acquisition Purchase Agreement for my technology company's purchase of a Dubai-based software development firm, with expected completion in March 2025, including specific provisions for intellectual property transfer and employee retention."

Document background
An Acquisition Purchase Agreement is a fundamental document used in corporate transactions within the United Arab Emirates for documenting the sale and purchase of businesses or their assets. This agreement is essential when conducting mergers and acquisitions in the UAE market, whether for complete business takeovers, asset purchases, or share transfers. The document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, particularly regarding foreign ownership restrictions, competition law requirements, and sector-specific regulations. It typically includes detailed provisions on purchase price mechanisms, warranties and representations, conditions precedent, completion procedures, and post-completion obligations, all structured to meet UAE legal requirements and market practices.
Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors, including full legal names and addresses as required under UAE law

2. Background: Context of the transaction, including description of the target business and purpose of the acquisition

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including assets/shares being purchased and purchase price

5. Purchase Price and Payment: Detailed breakdown of consideration, payment terms, and any adjustments

6. Conditions Precedent: Prerequisites for closing, including regulatory approvals and third-party consents

7. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion

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

9. Warranties and Representations: Comprehensive warranties about the business, assets, and liabilities

10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

11. Post-Completion Obligations: Ongoing obligations after closing, including transition services

12. Confidentiality: Protection of confidential information and transaction details

13. Announcements: Protocol for public announcements about the transaction

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices

Optional Sections

1. Employee Matters: Used when the transaction involves significant employee transfers or labor issues

2. Tax Covenant: Included when specific tax indemnities or arrangements are required

3. Non-Competition: Added when restrictions on seller's future business activities are needed

4. Intellectual Property Rights: Required when IP assets are a significant part of the transaction

5. Real Estate Provisions: Included when the transaction involves significant real estate assets

6. Environmental Matters: Used when the target business has significant environmental exposures

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

8. Break Fee: Included when there's a need to ensure transaction certainty

9. Foreign Investment Provisions: Required for cross-border transactions involving foreign ownership restrictions

Suggested Schedules

1. Schedule 1 - Target Company Details: Corporate information, shareholding structure, and organizational documents

2. Schedule 2 - Properties: List and details of all owned and leased properties

3. Schedule 3 - Intellectual Property: Schedule of all IP rights and registrations

4. Schedule 4 - Material Contracts: List and copies of key business agreements

5. Schedule 5 - Employees: List of employees, their terms, and benefits

6. Schedule 6 - Warranties: Detailed warranties and representations

7. Schedule 7 - Tax Matters: Tax-related warranties and specific tax provisions

8. Schedule 8 - Completion Deliverables: List of documents and actions required at completion

9. Schedule 9 - Form of Resignation Letters: Template resignation letters for outgoing directors

10. Schedule 10 - Disclosed Matters: Disclosure against warranties and known issues

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Technology

Real Estate

Manufacturing

Financial Services

Healthcare

Retail

Energy

Transportation

Hospitality

Construction

Media and Entertainment

Professional Services

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Risk Management

Compliance

Business Development

Executive Leadership

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Director

Head of Mergers & Acquisitions

Investment Director

Business Development Manager

Finance Manager

Legal Counsel

Company Secretary

Risk Manager

Compliance Officer

Strategy Director

Transaction 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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