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Contract For Sale Of Business

Contract For Sale Of Business Template for United Arab Emirates

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Key Requirements PROMPT example:

Contract For Sale Of Business

"I need a Contract for Sale of Business for my Dubai-based restaurant chain, including transfer of all assets, employees, and licenses, with completion planned for March 2025 and a 6-month transition period where I'll provide operational support to the buyer."

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Document background
The Contract for Sale of Business is a crucial document used in the UAE when transferring ownership of an existing business from one party to another. This agreement is essential for both asset purchase and share purchase transactions, requiring careful consideration of UAE Commercial Law, Companies Law, and various regulatory requirements. The document typically includes detailed provisions for the transfer of assets, employees, licenses, and intellectual property, along with specific warranties and indemnities tailored to the UAE business environment. It must address local requirements such as commercial licensing, employee sponsorship transfer, and economic department approvals. The agreement is particularly important given the UAE's strict regulatory framework and the need to ensure proper documentation for authorities and stakeholders.
Suggested Sections

1. Parties: Identification of the Seller and Buyer, including full legal names, commercial registration numbers, and registered addresses

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

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Business, Assets, Completion Date, etc.

4. Sale and Purchase: Core transaction terms including what is being sold, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents

6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business operation requirements

7. Completion: Details of the completion process, timing, and deliverables required from each party

8. Post-Completion Obligations: Obligations after completion, including transition services and handover requirements

9. Warranties: Seller's warranties regarding the business, assets, employees, and compliance with UAE laws

10. Limitations on Liability: Limitations on Seller's liability for warranty breaches and claims

11. Indemnities: Specific indemnities provided by each party

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Non-Competition: Restrictions on Seller's future competitive activities

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

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

Optional Sections

1. Employee Matters: Detailed provisions regarding transfer of employees - required if employees are being transferred

2. Intellectual Property: Specific provisions for IP transfer - required if significant IP assets are involved

3. Real Estate: Provisions regarding property transfer or assignment of leases - required if real estate is involved

4. Tax Matters: Specific tax-related provisions - required for complex transactions with significant tax implications

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

6. Transition Services: Details of post-completion services provided by Seller - required if ongoing support is needed

7. Earn-out Provisions: Structure for additional payments based on future performance - optional based on deal terms

8. Anti-money Laundering: Specific AML provisions - required for regulated businesses or high-value transactions

Suggested Schedules

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

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

3. Properties Schedule: Details of all real estate assets and leases

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

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

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

7. Warranties Schedule: Detailed warranties given by the Seller

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

9. Purchase Price Allocation Schedule: Breakdown of purchase price allocation across assets

10. Encumbrances Schedule: List of all encumbrances affecting the business

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

Hospitality

Healthcare

Construction

Trading

Education

Food and Beverage

Logistics

Media and Entertainment

Financial Services

Automotive

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Operations

Compliance

Risk Management

Human Resources

Strategy

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Commercial Director

Finance Director

Business Development Manager

Operations Manager

Company Secretary

Compliance Officer

Risk Manager

Due Diligence Officer

Integration 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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