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The Restaurant Purchase Agreement is a crucial document used in Saudi Arabia when transferring ownership of an established restaurant business. It serves as the primary legal instrument governing the sale and purchase of restaurant operations, including physical assets, equipment, inventory, intellectual property, and applicable licenses. This agreement must comply with Saudi Arabian commercial law and Sharia principles, while addressing specific regulatory requirements from various authorities including the Saudi Food and Drug Authority, Municipal authorities, and the Zakat, Tax and Customs Authority. The document is particularly important in the Saudi market where restaurant businesses must maintain specific operational licenses, health certificates, and comply with strict food safety regulations. It typically includes provisions for employee transfer, lease assignments, and operational continuity to ensure smooth business transition.

1. Parties: Identification of the Seller and Purchaser, including full legal names, commercial registration numbers, and authorized representatives

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

3. Definitions: Key terms used throughout the agreement, including Business, Assets, Closing Date, Purchase Price, etc.

4. Sale and Purchase: Core transaction terms, including what is being sold and purchased, confirmation of title transfer

5. Purchase Price and Payment: Total consideration, payment structure, deposit requirements, and payment mechanisms

6. Conditions Precedent: Prerequisites to closing, including regulatory approvals, licenses transfer, and due diligence completion

7. Closing: Closing mechanics, timing, and deliverables required from each party

8. Seller's Warranties: Representations regarding business ownership, operations, compliance, and disclosed information

9. Purchaser's Warranties: Representations regarding authority to purchase and financial capacity

10. Assets Transfer: Detailed provisions for transfer of physical assets, equipment, and inventory

11. Employees: Treatment of existing employees, transfer terms, and related liabilities

12. Licenses and Permits: Transfer or reapplication of necessary operational licenses and permits

13. Handover: Operational transition provisions and knowledge transfer requirements

14. Confidentiality: Protection of business information and trade secrets

15. Governing Law and Dispute Resolution: Saudi law application and dispute resolution mechanisms