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Buy Sell Agreement for United Arab Emirates

Buy Sell Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that establishes the terms and conditions for the sale and purchase of assets, businesses, or shares between parties. This agreement template is structured to comply with UAE Federal Laws, including the Civil Code and Commercial Transactions Law, and incorporates essential provisions for asset transfer, payment terms, warranties, and liability limitations. The document ensures compliance with UAE regulatory requirements while providing flexibility to accommodate various transaction types, from simple asset sales to complex business transfers.

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What is a Buy Sell Agreement?

The Buy Sell Agreement Template is a vital legal instrument designed for use in the United Arab Emirates, serving as a foundational document for commercial transactions involving the transfer of assets, businesses, or shares. This template is crafted to align with UAE Federal Laws, including Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993), making it suitable for both domestic and international transactions within UAE jurisdiction. The document is typically used when parties need to formalize the terms of a sale, document the transfer of ownership, establish payment conditions, and define the rights and obligations of both buyer and seller. It includes provisions for warranties, representations, conditions precedent, and completion requirements, while also addressing UAE-specific legal considerations such as language requirements and local business practices.

What sections should be included in a Buy Sell Agreement?

1. Parties: Identification of buyer and seller with full legal names, addresses, and registration details as per UAE requirements

2. Background: Context of the transaction and relationship between parties

3. Definitions: Defined terms used throughout the agreement, including Arabic translations of key terms as required under UAE law

4. Sale and Purchase: Core transaction terms including subject matter, purchase price, and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction

6. Completion: Details of when, where, and how the transaction will be completed

7. Seller's Warranties: Representations and warranties about the asset/business being sold

8. Buyer's Warranties: Representations and warranties from the buyer, including ability to pay

9. Limitations on Liability: Scope and limitations of parties' liabilities

10. Confidentiality: Obligations regarding confidential information

11. Governing Law and Jurisdiction: Confirmation of UAE law governance and jurisdiction details

12. Notices: Process for formal communications between parties

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

What sections are optional to include in a Buy Sell Agreement?

1. Anti-Money Laundering Provisions: Required when transaction value exceeds certain thresholds or involves regulated sectors

2. Intellectual Property Rights: Needed when the sale includes IP assets

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

4. Real Estate Provisions: Include when real property is part of the transaction

5. Free Zone Specific Provisions: Required when transaction involves free zone entities

6. Competition/Anti-trust Provisions: Needed for large transactions or regulated sectors

7. Environmental Matters: Include when environmental liabilities might be relevant

8. Tax Indemnities: Required for complex transactions with significant tax implications

What schedules should be included in a Buy Sell Agreement?

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

2. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

3. Completion Requirements: Checklist of documents and actions required at completion

4. Warranties: Detailed warranties given by the seller

5. Encumbrances: List of any existing liens, charges, or encumbrances

6. Required Consents: List of third-party and regulatory approvals needed

7. Intellectual Property Rights: Detailed list of IP assets if applicable

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

Authors

Alex Denne

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

Publisher

Ƶ

Document Type

Sales Contract

Cost

Free to use
Relevant legal definitions


















































Clauses










































Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Professional Services

Healthcare

Financial Services

Hospitality

Construction

Energy

Trading

E-commerce

Automotive

Consumer Goods

Relevant Teams

Legal

Finance

Operations

Procurement

Compliance

Risk Management

Corporate Affairs

Business Development

Commercial Operations

Executive Management

Relevant Roles

Legal Counsel

Corporate Lawyer

Business Development Manager

Commercial Director

Chief Executive Officer

Chief Financial Officer

Operations Manager

Procurement Manager

Contract Manager

Compliance Officer

Risk Manager

Managing Director

Investment Manager

Company Secretary

Finance 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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