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Sale Purchase Agreement Draft
"I need a Sale Purchase Agreement Draft for the acquisition of a manufacturing facility in Dubai Industrial City, including machinery and equipment, with completion planned for March 2025 and consideration to be paid in installments."
1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration details if companies
2. Background: Context of the transaction and brief description of what is being sold and purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including description of assets/goods being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, method of payment, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Details of when, where and how completion will take place, including delivery terms
8. Seller's Warranties: Warranties and representations made by the seller regarding the sale items
9. Purchaser's Warranties: Warranties and representations made by the purchaser
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Post-Completion Obligations: Ongoing obligations after completion
12. Liability and Indemnification: Provisions regarding liability and indemnification between parties
13. Termination: Circumstances under which the agreement can be terminated
14. Confidentiality: Obligations regarding confidential information
15. Notices: How formal notices under the agreement should be given
16. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
17. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Islamic Finance Compliance: Required if the transaction needs to comply with Sharia principles
2. Tax Provisions: Detailed tax arrangements if significant tax implications exist
3. Intellectual Property Rights: Required if the sale involves any IP assets
4. Environmental Matters: Required for real estate or business sales with environmental implications
5. Employee Matters: Required if the sale involves transfer of employees
6. Competition/Antitrust: Required for large commercial transactions that might have competition law implications
7. Data Protection: Required if personal data or customer databases are part of the sale
8. Force Majeure: Optional clause for unforeseen circumstances, particularly relevant in long-term contracts
9. Insurance: Required if specific insurance arrangements are needed for the assets
10. Escrow Arrangements: Required if part of the purchase price is to be held in escrow
1. Asset Schedule: Detailed description of all assets being sold
2. Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments
3. Form of Transfer Documents: Templates of documents required for transfer of ownership
4. Seller's Disclosures: Detailed disclosures against warranties
5. Required Consents: List of third-party consents required for the transaction
6. Encumbrances: List of any existing encumbrances on the assets
7. Due Diligence Results: Summary of due diligence findings and outstanding issues
8. Completion Checklist: List of actions required for completion
9. Property Documents: Relevant property documentation if real estate is involved
10. Regulatory Approvals: List of required regulatory approvals and their status
Authors
Real Estate
Manufacturing
Retail
Technology
Financial Services
Professional Services
Healthcare
Energy
Construction
Automotive
Agriculture
Hospitality
Trading and Distribution
Industrial
Consumer Goods
Legal
Finance
Procurement
Compliance
Risk Management
Corporate Secretariat
Operations
Commercial
Business Development
Investment
Due Diligence
Property Management
Mergers and Acquisitions
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Contract Manager
Compliance Officer
Risk Manager
Company Secretary
Operations Director
Property Manager
Investment Manager
Transaction Advisory Manager
Due Diligence Specialist
General Counsel
Legal Operations Manager
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