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Purchase And Sale Agreement Business Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Purchase And Sale Agreement Business Template is designed for use in the United Arab Emirates when conducting business acquisition or disposal transactions. This document serves as a fundamental framework for both asset and share purchase transactions, incorporating essential provisions required under UAE law. It is particularly relevant for transactions involving UAE mainland companies, free zone entities, or branches of foreign companies, ensuring compliance with local ownership requirements, commercial regulations, and licensing procedures. The template addresses key aspects such as due diligence findings, regulatory approvals, asset transfers, employee transitions, and post-completion obligations, while maintaining alignment with UAE Commercial Transactions Law and related regulations. It can be customized based on transaction complexity, business sector, and specific requirements of the parties involved.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions





















































Clauses









































Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Trading

Construction

Media and Entertainment

Financial Services

Logistics and Transportation

Education

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Strategy

Business Development

Executive Leadership

Corporate Secretariat

Relevant Roles

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

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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