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Business Sales Agreement

Business Sales Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Sales Agreement

"I need a Business Sales Agreement for selling my technology consulting company based in Dubai Silicon Oasis Free Zone, including transfer of all intellectual property rights and existing client contracts, with completion planned for March 2025."

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Document background
The Business Sales Agreement is a crucial document used in the United Arab Emirates for transactions involving the sale and purchase of businesses or business assets. It serves as the primary contract governing the terms and conditions of the sale, ensuring compliance with UAE Federal Laws, including the Civil Code (Federal Law No. 5 of 1985) and Commercial Code (Federal Law No. 18 of 1993). This agreement is essential when transferring business ownership, whether for complete business acquisitions, asset sales, or share transfers. It includes detailed provisions covering purchase price, asset transfer, warranties, liabilities, regulatory compliance, and post-completion obligations. The document must account for specific UAE requirements such as commercial licensing, governmental approvals, and VAT implications, while also considering whether the business operates in mainland UAE or within free zones.
Suggested Sections

1. Parties: Identifies and provides full legal details of all parties to the agreement, including their legal status and registration details as per UAE requirements

2. Background: Provides context for the agreement and brief description of the business being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments, including VAT considerations

6. Conditions Precedent: Lists conditions that must be satisfied before completion of the sale

7. Completion: Details of when, where and how completion will take place, including deliverables

8. Seller's Warranties: Warranties given by the seller regarding the business, assets, and liabilities

9. Buyer's Warranties: Warranties given by the buyer regarding capacity to purchase and funding

10. Liability and Indemnification: Scope of liability and indemnification obligations of both parties

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Post-Completion Obligations: Obligations of both parties after completion, including transition arrangements

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

14. Notices: Process for giving formal notices under the agreement

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

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities - include when selling a business where goodwill and customer relationships are crucial

2. Intellectual Property Rights: Detailed provisions for transfer of IP - include when the business involves significant IP assets

3. Employee Matters: Provisions regarding transfer of employees - include when employees will transfer with the business

4. Property Matters: Specific provisions for real property - include when real estate is part of the sale

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Tax Covenant: Detailed tax-related provisions - include for complex transactions with significant tax implications

7. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is performance-based

8. Islamic Finance Compliance: Provisions ensuring Sharia compliance - include when parties require Islamic finance principles to be observed

Suggested Schedules

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights being transferred

5. Schedule 5 - Employees: List of employees and their key employment terms

6. Schedule 6 - Material Contracts: List of key business contracts being transferred

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion

9. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required at completion

10. Appendix B - Required Consents: List of third-party consents required for the transaction

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

Retail

Manufacturing

Technology

Professional Services

Real Estate

Healthcare

Hospitality

Trading

Construction

Financial Services

Education

Media and Entertainment

Logistics

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Commercial

Compliance

Risk Management

Operations

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Business Development Director

Mergers & Acquisitions Manager

Commercial Director

Finance Manager

Company Secretary

Compliance Officer

Operations Director

Risk Manager

Investment 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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