Agreement To Purchase Business Template for United Arab Emirates

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Key Requirements PROMPT example:

Agreement To Purchase Business

I need an Agreement to Purchase Business for acquiring a Dubai-based technology company, including specific provisions for intellectual property transfer and employee retention, with completion planned for March 2025.

Document background
The Agreement To Purchase Business is a comprehensive legal document used when acquiring a business in the United Arab Emirates, whether through an asset purchase or share transfer. It is essential for transactions governed by UAE law, particularly under Federal Law No. 32 of 2021 and related commercial legislation. This document is crucial when transferring business ownership in the UAE, addressing specific local requirements such as economic substance rules, foreign ownership restrictions, and mandatory provisions under UAE company law. The agreement typically includes detailed provisions for purchase price mechanics, warranties, indemnities, employee transfers, and regulatory compliance, with particular attention to UAE-specific requirements such as commercial registration, ministry approvals, and where relevant, free zone regulations.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

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

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Details of the consideration, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the business, assets, and liabilities

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Indemnities: Specific indemnities provided by either party

12. Confidentiality: Obligations regarding confidential information

13. Non-Competition: Restrictions on seller's future competitive activities

14. Employees: Treatment of employees and related liabilities

15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Property Matters: Required when the business owns or leases real estate

3. Intellectual Property Assignment: Needed when significant IP assets are involved

4. Environmental Matters: Required for businesses with environmental risks or compliance obligations

5. Tax Covenant: Detailed tax provisions when tax risks are significant

6. Bank Guarantees: When payment security is required

7. Transitional Services: When seller will provide services post-completion

8. Share Transfer Mechanics: Required when purchase is structured as a share sale

Suggested Schedules

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets explicitly excluded from the sale

3. Property Schedule: Details of owned and leased properties

4. Employee Schedule: List of employees and their key employment terms

5. Intellectual Property Schedule: Details of all IP rights owned and used by the business

6. Material Contracts Schedule: List and details of key business contracts

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Warranties Schedule: Detailed warranties about the business

9. Disclosed Matters: Disclosure against warranties

10. Purchase Price Adjustment Mechanism: Detailed calculation methodology for price adjustments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Construction

Hospitality

Financial Services

Education

Transportation

Energy

Media and Entertainment

Food and Beverage

Telecommunications

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Risk Management

Compliance

Human Resources

Tax

Operations

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Director

Corporate Development Director

Head of Mergers & Acquisitions

Business Development Manager

General Counsel

Finance Director

Commercial Director

Risk Manager

Company Secretary

Integration Manager

Due Diligence Manager

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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