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Purchase And Sale Agreement Business Template
"I need a Purchase and Sale Agreement Business Template for acquiring a Dubai-based technology company, with completion scheduled for March 2025, that includes specific provisions for software license transfers and protection of intellectual property rights."
1. Parties: Identification of buyer and seller with full legal names and addresses as per UAE requirements
2. Background: Context of the transaction, description of the business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including UAE-specific legal and business terms
4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price
5. Purchase Price and Payment: Payment terms, method, currency, and any adjustments
6. Conditions Precedent: Prerequisites for closing, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Seller's obligations in running the business before completion
8. Completion: Closing mechanics, deliverables, and timing
9. Seller's Warranties: Standard and business-specific warranties about the business and assets
10. Buyer's Warranties: Warranties regarding buyer's capacity and authority
11. Limitations on Claims: Restrictions on warranty claims and liability caps
12. Post-Completion Obligations: Ongoing obligations after closing, including transition services
13. Restrictive Covenants: Non-compete and non-solicitation provisions
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Employee Matters: Used when employees are being transferred, addressing UAE labor law requirements
2. Real Estate: Required when business premises are included in the sale
3. Intellectual Property Assignment: Needed when significant IP assets are being transferred
4. Tax Indemnity: Important when tax liabilities might arise from the transaction
5. Environmental Matters: Required for businesses with environmental impact or obligations
6. Local Partner Provisions: Necessary when UAE local ownership requirements apply
7. Escrow Arrangements: Used when part of the purchase price is held in escrow
8. Commercial Agency Provisions: Required when registered commercial agencies are involved
1. Business Assets Schedule: Detailed list of assets included in the sale
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Properties Schedule: Details of real estate assets and leases
4. Intellectual Property Schedule: List of IP rights, registrations, and licenses
5. Employee Schedule: List of employees and their key employment terms
6. Material Contracts Schedule: Key business contracts being transferred
7. Completion Deliverables: List of documents required at completion
8. Warranties Schedule: Detailed seller's warranties
9. Disclosed Matters: Disclosures against warranties
10. Purchase Price Adjustment Mechanism: Detailed calculation method for price adjustments
Authors
Retail
Manufacturing
Technology
Professional Services
Healthcare
Real Estate
Hospitality
Trading
Construction
Media and Entertainment
Financial Services
Logistics and Transportation
Education
Food and Beverage
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Strategy
Business Development
Executive Leadership
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Director
Mergers & Acquisitions Manager
Investment Director
Commercial Director
Finance Manager
Company Secretary
Compliance Officer
Risk Manager
Strategy Director
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