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Agreement Of Purchase And Sale Of Business Assets

Agreement Of Purchase And Sale Of Business Assets Template for United Arab Emirates

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Key Requirements PROMPT example:

Agreement Of Purchase And Sale Of Business Assets

"I need an Agreement Of Purchase And Sale Of Business Assets for my manufacturing company's equipment and machinery sale to a local UAE buyer, with completion scheduled for March 2025 and including transition services for 3 months post-completion."

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Document background
The Agreement Of Purchase And Sale Of Business Assets is a crucial document used in the UAE business environment when one entity wishes to acquire specific assets from another entity without purchasing the entire company. This agreement is particularly relevant in the UAE's dynamic business landscape, where asset transactions must comply with Federal Law No. 18 of 1993 and related regulations. The document outlines all essential aspects of the asset transfer, including detailed asset descriptions, valuation mechanisms, payment terms, warranties, and regulatory compliance requirements. It's specifically structured to address UAE-specific considerations such as economic substance requirements, VAT implications, and necessary government approvals. The agreement is commonly used in business restructuring, partial business acquisitions, or strategic asset purchases, and must be carefully drafted to ensure enforceability under UAE law.
Suggested Sections

1. Parties: Identification of the Seller and Buyer with full legal names and addresses as per UAE requirements

2. Background: Context of the transaction and brief description of the business and assets being sold

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Arabic/English language provisions

4. Sale and Purchase: Core transaction terms including description of assets being sold and excluded assets

5. Purchase Price: Purchase price, payment terms, adjustments, and escrow arrangements if applicable

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including business conduct requirements

8. Completion: Completion mechanics, deliverables, and timing

9. Seller's Warranties: Standard warranties regarding assets, business, and authority to sell

10. Buyer's Warranties: Warranties regarding authority to purchase and funding

11. Tax Matters: VAT and other tax-related provisions specific to UAE

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Employee Matters: Required if employees are being transferred as part of the business

2. Intellectual Property: Required if significant IP assets are included in the sale

3. Real Estate: Required if real property assets or leases are being transferred

4. Post-Completion Covenants: Required if there are specific post-completion obligations like non-compete provisions

5. Transition Services: Required if seller will provide post-completion services

6. Environmental Matters: Required for businesses with environmental impacts or liabilities

7. Data Protection: Required if personal data or customer databases are being transferred

8. Foreign Investment Provisions: Required if buyer is a foreign entity

Suggested Schedules

1. Asset Schedule: Detailed list of all assets being transferred

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

3. Contracts Schedule: List of contracts being transferred

4. Employee Schedule: List of employees and their key employment terms if relevant

5. Intellectual Property Schedule: Details of IP assets if relevant

6. Properties Schedule: Details of real estate assets if relevant

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

8. Form of Transfer Instruments: Templates of asset transfer documents required under UAE law

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

10. Outstanding Matters: List of matters to be resolved post-completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses




































Relevant Industries

Manufacturing

Retail

Technology

Healthcare

Hospitality

Real Estate

Professional Services

Industrial

Automotive

Energy

Construction

Education

Food and Beverage

Logistics

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Operations

Compliance

Risk Management

Treasury

Tax

Business Development

Strategy

Asset Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Finance Director

Business Development Manager

Operations Director

Company Secretary

Risk Manager

Compliance Officer

Transaction Manager

Investment Director

Asset Manager

Managing Director

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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