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1. Parties: Identification of seller and buyer with full legal names, addresses, and registration details if companies
2. Background: Context of the sale and brief description of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the sale including clear description of what is being sold
5. Purchase Price: Amount, currency, and payment structure
6. Payment Terms: Detailed payment schedule, method of payment, and banking details
7. Delivery: Delivery terms, timing, and logistics
8. Title and Risk: When title passes and risk transfer provisions
9. Seller's Warranties: Standard warranties regarding ownership, condition, and authority to sell
10. Buyer's Warranties: Warranties regarding authority to purchase and ability to pay
11. Condition of Assets/Goods: Description of the condition of sale items and any accepted defects
12. Compliance with Laws: Confirmation of compliance with UAE laws and regulations
13. Termination: Circumstances under which the agreement can be terminated
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
15. Execution: Signature blocks and execution requirements
1. Due Diligence: Used when buyer needs to conduct investigations before completion
2. Conditions Precedent: Include when completion is subject to certain conditions being met
3. Intellectual Property: Required when the sale includes IP rights
4. Employee Matters: Necessary when the sale involves transfer of employees
5. Tax Provisions: Include specific tax arrangements and VAT considerations
6. Post-Completion Obligations: Used when parties have continuing obligations after completion
7. Non-Competition: Include restrictions on seller's future competing activities
8. Force Majeure: Optional but recommended given regional considerations
9. Shariah Compliance: Required for Islamic finance transactions or when specifically requested
10. Assignment: Include if rights under the agreement may need to be transferred
1. Asset Schedule: Detailed list and description of assets being sold
2. Price Calculation: Detailed breakdown of purchase price components
3. Payment Schedule: Detailed payment installments and dates
4. Property Details: For real estate sales, detailed property information and title details
5. Encumbrances: List of any existing liens, charges or encumbrances
6. Required Consents: List of third-party or regulatory consents needed
7. Handover Checklist: Detailed list of items to be handled during delivery/completion
8. Due Diligence Results: Summary of due diligence findings and accepted issues
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Force Majeure Event
Governing Law
Intellectual Property Rights
Liability
Loss
Material Adverse Change
Parties
Payment Schedule
Permitted Encumbrances
Purchase Price
Representatives
Sale Assets
Seller's Warranties
Signing Date
Specification
Tax
Territory
Third Party
Title Documents
Transaction
Transfer Date
UAE
VAT
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Title and Risk
Representations and Warranties
Seller's Warranties
Buyer's Warranties
Indemnification
Delivery
Inspection
Acceptance
Transfer of Title
Confidentiality
Non-Competition
Force Majeure
Default
Termination
Remedies
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Governing Law
Dispute Resolution
Language
Counterparts
Compliance with Laws
Anti-Corruption
Data Protection
Third Party Rights
Time of Essence
Waiver
Insurance
Liability Limitation
Tax Matters
Regulatory Compliance
Shariah Compliance
Real Estate
Retail
Manufacturing
Technology
Automotive
Construction
Professional Services
Healthcare
Education
Hospitality
Energy
Trading
Industrial
Agriculture
Consumer Goods
Legal
Compliance
Sales
Procurement
Operations
Finance
Risk Management
Commercial
Business Development
Real Estate
Corporate Affairs
Administration
Legal Counsel
Contract Manager
Business Development Manager
Sales Director
Procurement Manager
Commercial Manager
Corporate Lawyer
Compliance Officer
Chief Legal Officer
Property Manager
Real Estate Manager
Operations Director
Chief Executive Officer
Chief Financial Officer
Risk Manager
Company Secretary
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