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Asset Sale Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Asset Sale Agreement

"I need an Asset Sale Agreement for the transfer of manufacturing equipment and related IP from my Dubai-based company to a Abu Dhabi buyer, including provisions for the transfer of 15 specialist employees who currently operate the equipment."

Document background
The Asset Sale Agreement is a crucial document used in the United Arab Emirates for transactions involving the transfer of tangible or intangible assets between parties. It is essential for businesses engaging in asset disposals, acquisitions, or restructuring operations within the UAE jurisdiction. The agreement must comply with UAE Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993), incorporating specific local requirements such as government approvals, notarization procedures, and VAT considerations. The document typically includes detailed descriptions of assets, purchase price mechanisms, warranties, and completion procedures, all structured to ensure enforceability under UAE law. It's particularly important for maintaining clear documentation of ownership transfer and protecting both parties' interests in accordance with local regulatory requirements.
Suggested Sections

1. Parties: Identification of seller and buyer with full legal names and addresses as required under UAE law

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including asset description and purchase price

5. Purchase Price and Payment: Detailed payment terms, method, and timing of payment

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

7. Completion: Details of when and how the transfer will take place

8. Seller's Warranties: Warranties regarding ownership, condition, and status of assets

9. Buyer's Warranties: Warranties regarding authority and capacity to purchase

10. Tax Matters: VAT and other tax implications of the sale

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction

14. General Provisions: Standard boilerplate clauses including severability and entire agreement

Optional Sections

1. Employee Matters: Required when the sale involves transfer of employees

2. Intellectual Property: Include when IP assets are part of the sale

3. Environmental Matters: Required for sales involving industrial assets or real estate

4. Competition Compliance: Include for large transactions requiring competition law compliance

5. Third Party Consents: Include when asset transfer requires specific third-party approvals

6. Post-Completion Obligations: Include when ongoing obligations exist after completion

7. Transitional Services: Required when seller provides temporary support post-completion

8. Islamic Finance Compliance: Include when transaction needs to comply with Sharia principles

Suggested Schedules

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

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

3. Purchase Price Allocation: Breakdown of purchase price across different asset categories

4. Form of Transfer Documents: Templates for required transfer documentation

5. Required Consents: List of necessary third-party and governmental approvals

6. Encumbrances: Details of any existing liens or encumbrances on the assets

7. Completion Checklist: List of actions and documents required at completion

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

9. Employee Information: Details of any employees being transferred (if applicable)

10. Property Details: Specific information about any real estate assets included in the sale

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

Industrial

Financial Services

Energy

Construction

Hospitality

Transportation

Agriculture

Mining

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Operations

Risk & Compliance

Commercial

Property Management

Asset Management

Treasury

Tax

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Finance Director

Business Development Manager

Asset Manager

Operations Director

Commercial Director

Procurement Manager

Risk Manager

Compliance Officer

Company Secretary

Investment Manager

Property Manager

Mergers & Acquisitions 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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