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Asset Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Asset Purchase Agreement

"Need an Asset Purchase Agreement for acquiring manufacturing equipment and associated IP rights from a Dubai-based company, with completion scheduled for March 2025 and including provisions for employee transfer and post-completion technical support."

Document background
The Asset Purchase Agreement is a critical transaction document used in the United Arab Emirates for the transfer of business assets from a seller to a buyer. It is particularly relevant in scenarios where parties wish to acquire specific assets rather than entire corporate entities, offering flexibility in transaction structuring while complying with UAE legal requirements. The agreement must address unique aspects of UAE commercial law, including federal and emirate-specific regulations, potential requirements for economic substance, and where applicable, free zone regulations. It typically covers all aspects of the asset transfer, from initial conditions precedent through to post-completion obligations, and must be structured to ensure enforceability under UAE law, including consideration of Arabic language requirements for official submissions.
Suggested Sections

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

2. Background: Context of the transaction, brief description of the assets, and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including asset description and agreement to sell and purchase

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

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

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

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

9. Seller's Warranties: Representations and warranties regarding the assets and seller's capacity

10. Purchaser's Warranties: Representations and warranties regarding purchaser's capacity and authority

11. Limitations on Liability: Scope and limitations of warranties and indemnities

12. Confidentiality: Obligations regarding transaction and business information confidentiality

13. Announcements: Rules for public statements about the transaction

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Notices: Process and requirements for formal communications between parties

16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Third Party Consents: Required when asset transfer requires regulatory or contractual third-party approvals

2. Employee Matters: Needed when transaction involves transfer of employees

3. Intellectual Property Rights: Required when assets include IP rights

4. Tax Matters: Detailed tax provisions when transaction has significant tax implications

5. Environmental Matters: Required for assets with environmental risks or obligations

6. Post-Completion Covenants: Used when parties need ongoing obligations after completion

7. Non-Competition: Required when seller must be restricted from competing

8. Transitional Services: Needed when seller must provide services post-completion

9. Anti-Money Laundering: Required for high-value transactions or regulated sectors

10. Sharia Compliance: Required when transaction must comply with Islamic law principles

Suggested Schedules

1. Asset Schedule: Detailed description and inventory of all assets being purchased

2. Purchase Price Calculation: Detailed methodology for calculating final purchase price

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Detailed warranties given by seller regarding the assets

5. Encumbrances: List of existing liens, charges, or other encumbrances on assets

6. Material Contracts: List and copies of key contracts included in the sale

7. Required Consents: List of third-party consents required for the transaction

8. Employees: Details of any employees transferring with the business

9. Intellectual Property: Schedule of IP rights included in the sale

10. Properties: Details of any real estate assets included in the sale

11. Form of Transfer Documents: Templates of documents required to effect the transfer

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



















































































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Relevant Industries

Manufacturing

Real Estate

Technology

Retail

Healthcare

Energy

Financial Services

Construction

Hospitality

Transportation

Media and Entertainment

Industrial

Professional Services

Trading and Distribution

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Operations

Compliance

Risk Management

Business Development

Strategy

Tax

Treasury

Corporate Secretariat

Due Diligence

Integration

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Finance Director

Business Development Director

Operations Director

Compliance Officer

Risk Manager

Investment Manager

Corporate Secretary

Commercial Director

Strategy Director

Due Diligence Manager

Integration Manager

Asset Manager

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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