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Conditional Sale And Purchase Agreement for United Arab Emirates

Conditional Sale And Purchase Agreement Template for United Arab Emirates

This document establishes a conditional sale and purchase arrangement under UAE law, where the transfer of ownership is subject to specific conditions being met. It comprehensively addresses the rights and obligations of both parties, including payment terms, conditions precedent, completion requirements, and the mechanism for transfer of title. The agreement complies with UAE Civil Code requirements and includes specific provisions required under UAE law for conditional sales, making it suitable for both commercial and property transactions within the UAE jurisdiction. The document includes robust protection mechanisms for both parties during the conditional period and clear procedures for completion or termination.

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What is a Conditional Sale And Purchase Agreement?

The Conditional Sale And Purchase Agreement is a crucial document used in the United Arab Emirates for transactions where the transfer of ownership is contingent upon fulfilling specific conditions. This document type is particularly relevant in the UAE market where such conditional arrangements are common in both commercial and property transactions. It provides a comprehensive framework for managing the rights and obligations of parties during the conditional period, including detailed provisions for payment terms, condition satisfaction, and completion mechanisms. The agreement must comply with specific requirements under UAE Civil Code (Federal Law No. 5 of 1985) and Commercial Code (Federal Law No. 18 of 1993), particularly regarding the formation of conditional sales and the transfer of ownership. It is commonly used in high-value transactions where certain conditions, such as regulatory approvals, payment completion, or due diligence requirements, must be satisfied before the sale becomes final.

What sections should be included in a Conditional Sale And Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the subject matter

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

4. Sale and Purchase: Core agreement to sell and purchase subject to conditions

5. Purchase Price: Amount, currency, and payment terms including any deposits or installments

6. Conditions Precedent: Specific conditions that must be satisfied before the sale becomes final

7. Completion: Process and requirements for completion of the sale upon satisfaction of conditions

8. Title and Risk: Provisions regarding transfer of title and risk in the subject matter

9. Seller's Representations and Warranties: Warranties regarding ownership, authority, and condition of the subject matter

10. Buyer's Representations and Warranties: Warranties regarding authority and ability to complete the purchase

11. Default and Termination: Consequences of default and circumstances allowing termination

12. Notices: Process and requirements for giving formal notices under the agreement

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

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

What sections are optional to include in a Conditional Sale And Purchase Agreement?

1. Security Arrangements: Include when additional security is required for the purchase price

2. Third Party Rights: Include when third parties have rights or obligations under the agreement

3. Insurance: Include when specific insurance requirements apply during the conditional period

4. Confidentiality: Include for transactions involving sensitive commercial information

5. Assignment: Include when transfer rights need to be specifically addressed

6. Force Majeure: Include when specific force majeure provisions are necessary beyond UAE law defaults

7. Regulatory Compliance: Include when specific regulatory requirements apply to the transaction

8. Tax Provisions: Include when specific tax implications need to be addressed

What schedules should be included in a Conditional Sale And Purchase Agreement?

1. Schedule 1 - Description of Subject Matter: Detailed description of the property or goods being sold

2. Schedule 2 - Purchase Price and Payment Terms: Detailed breakdown of purchase price and payment schedule

3. Schedule 3 - Conditions Precedent: Detailed list of all conditions to be satisfied

4. Schedule 4 - Completion Requirements: Detailed list of actions required at completion

5. Schedule 5 - Form of Transfer Documents: Templates of documents required for transfer of title

6. Appendix A - Due Diligence Documents: List of documents provided or to be provided for due diligence

7. Appendix B - Required Consents: List of required third party or regulatory consents

8. Appendix C - Existing Encumbrances: Details of any existing encumbrances on the subject matter

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

Cost

Free to use
Relevant legal definitions





































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Relevant Industries

Real Estate

Manufacturing

Retail

Automotive

Industrial Equipment

Construction

Technology

Aviation

Maritime

Energy

Infrastructure

Relevant Teams

Legal

Finance

Commercial

Procurement

Sales

Business Development

Risk & Compliance

Operations

Property Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Legal Counsel

Contract Manager

Procurement Manager

Sales Director

Business Development Manager

Property Manager

Risk Manager

Compliance Officer

Operations Director

Asset Manager

Finance Manager

General Counsel

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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