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Disclosure Letter Template for United Arab Emirates

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Key Requirements PROMPT example:

Disclosure Letter Template

"I need a Disclosure Letter Template for a technology company sale in Dubai, scheduled for March 2025, with specific focus on intellectual property assets and software licensing disclosures."

Document background
The Disclosure Letter Template is a crucial document in UAE corporate transactions, used primarily in mergers, acquisitions, and significant corporate deals. It serves as a formal mechanism for sellers to disclose exceptions or qualifications to warranties and representations made in the principal transaction documents. Under UAE law, particularly Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 18 of 1993 (Commercial Transactions Law), proper disclosure is essential for protecting sellers from future warranty claims and providing buyers with transparent information about the transaction. The template is structured to accommodate both onshore UAE and free zone requirements, including specific considerations for different emirates and free zones such as the DIFC and ADGM.
Suggested Sections

1. Date and Parties: Identification of the seller making the disclosures and the buyer receiving them, including full legal names and addresses

2. Introduction: Reference to the principal agreement (typically SPA) and explanation of the letter's purpose

3. Definitions and Interpretation: Key terms used in the letter, incorporating definitions from the principal agreement where relevant

4. General Disclosures: Standard disclosures that apply to all warranties, including matters of public record and information in public registries

5. Specific Disclosures: Detailed disclosures organized by reference to specific warranties in the principal agreement

6. Basis of Disclosure: Statements about the nature and extent of the disclosures, including any limitations or qualifications

7. Effect of Disclosure: Clear statement of how the disclosures modify or qualify the warranties in the principal agreement

8. Execution Block: Signature sections for all parties, with UAE requirements for authorized signatories

Optional Sections

1. Supplemental Disclosures: Section for additional disclosures made after the initial disclosure letter but before completion, used when there's a gap between signing and completion

2. Fair Disclosure Statement: Additional language about what constitutes fair disclosure under UAE law, used in more complex transactions

3. Data Room Reference: Section referencing a data room and its contents as disclosures, used when there's a virtual data room in the transaction

4. Warranty Limitations: Specific limitations on the warranties being disclosed against, used in high-value or complex transactions

5. Local Law Compliance: Specific section addressing UAE law requirements, used when the transaction involves regulated industries or government approvals

Suggested Schedules

1. Schedule 1 - General Disclosures: Detailed list of general disclosures that apply to all warranties

2. Schedule 2 - Warranty-Specific Disclosures: Organized list of disclosures referenced to specific warranties in the principal agreement

3. Schedule 3 - Disclosed Documents: List of all documents provided to the buyer as part of the disclosure process

4. Schedule 4 - Data Room Index: Index of documents in the data room, if applicable

5. Appendix A - Supporting Documents: Copies of key documents referenced in the specific disclosures

6. Appendix B - Corporate Documents: Copies of relevant corporate documents referenced in the disclosures

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

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