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Asset Sale And Purchase Agreement Template
I need an Asset Sale and Purchase Agreement Template for the sale of manufacturing equipment worth AED 5 million, including warranties for equipment condition and a 3-month transition period for technical support, with completion planned for March 2025.
1. Parties: Identification of seller and purchaser with full legal names and addresses
2. Background: Context of the transaction, including brief description of the assets and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including description of assets being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, method of payment, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion
7. Completion: Timeline, location, and requirements for completion of the transaction
8. Seller's Warranties: Standard warranties regarding ownership, condition, and authority to sell
9. Purchaser's Warranties: Basic warranties regarding authority and capacity to purchase
10. Title and Risk: Transfer of title and risk in the assets
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.
1. Tax Provisions: Detailed VAT and tax provisions when the transaction has significant tax implications
2. Intellectual Property Rights: Required when the assets include IP rights
3. Employee Matters: Necessary when the assets are connected to employee transfers
4. Environmental Matters: Required for assets with environmental implications or risks
5. Post-Completion Obligations: Used when parties have ongoing obligations after completion
6. Non-Competition: Required when seller needs to be restricted from competing
7. Transitional Services: Needed when seller will provide services post-completion
8. Anti-Money Laundering: Required for high-value transactions or regulated sectors
1. Schedule 1 - Asset Description: Detailed description and inventory of assets being sold
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments
3. Schedule 3 - Seller's Warranties: Comprehensive warranties regarding the assets
4. Schedule 4 - Completion Requirements: Detailed list of completion deliverables and requirements
5. Schedule 5 - Excluded Assets: List of assets explicitly excluded from the sale
6. Schedule 6 - Encumbrances: List of any existing encumbrances on the assets
7. Schedule 7 - Required Consents: List of third-party consents required for the transfer
8. Appendix A - Form of Transfer Documents: Template transfer documents required under UAE law
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Excluded Assets
Governing Law
Intellectual Property Rights
Liabilities
Loss
Material Adverse Change
Purchase Price
Purchaser
Related Party
Seller
Title Documents
Transfer Date
UAE
VAT
Warranties
Working Hours
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Asset Transfer
Title and Risk
Warranties
Indemnification
Confidentiality
Non-Competition
Force Majeure
Assignment
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Third Party Rights
Counterparts
VAT and Taxation
Registration
Compliance with Laws
Manufacturing
Real Estate
Retail
Technology
Healthcare
Hospitality
Construction
Energy
Transportation
Professional Services
Industrial
Agriculture
Automotive
Aviation
Legal
Finance
Operations
Commercial
Procurement
Compliance
Risk Management
Business Development
Asset Management
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Commercial Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Asset Manager
Operations Director
Procurement Manager
Finance Manager
Compliance Officer
Risk Manager
Property Manager
Contract Manager
Investment Manager
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