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1. Parties: Identification of the Seller and Buyer, including full legal names, trade license numbers, and registered addresses
2. Background: Brief description of the business being sold and the context of the transaction
3. Definitions: Key terms used throughout the agreement, including Business, Assets, Effective Date, and other relevant definitions
4. Sale and Purchase: Core provision detailing the transfer of the business and assets from Seller to Buyer
5. Purchase Price: Details of the consideration, payment terms, and payment method
6. Assets Included in Sale: Comprehensive list of all assets being transferred as part of the business sale
7. Seller's Representations and Warranties: Statements of fact and guarantees about the business, its assets, and operations
8. Buyer's Representations and Warranties: Statements regarding the buyer's capacity and authority to enter into the transaction
9. Closing and Transfer: Details of when and how the transfer will take place, including any conditions precedent
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Employee Matters: Include when employees are being transferred as part of the business sale, addressing continuation of employment and benefits
2. Intellectual Property Transfer: Include when the business owns significant IP assets that need specific transfer provisions
3. Lease Assignment: Include when business premises are leased and the lease needs to be transferred
4. Non-Compete Provisions: Include when restricting the seller from competing with the business post-sale
5. Tax Matters: Include when specific tax implications need to be addressed, particularly regarding VAT
6. Foreign Ownership Provisions: Include when the buyer includes foreign ownership elements requiring compliance with FDI laws
7. Post-Closing Cooperation: Include when ongoing cooperation between parties is needed for smooth transition
8. Debt and Liabilities: Include when specific provisions are needed regarding the treatment of existing business debts
1. Schedule 1 - Asset Inventory: Detailed list of all physical assets included in the sale
2. Schedule 2 - Contracts and Agreements: List of all business contracts being transferred
3. Schedule 3 - Intellectual Property: Details of all IP rights included in the sale
4. Schedule 4 - Employee Information: List of employees and their key employment terms
5. Schedule 5 - Permits and Licenses: List of all business permits and licenses being transferred
6. Schedule 6 - Outstanding Liabilities: Detail of any liabilities being transferred or retained
7. Appendix A - Form of Transfer Documents: Templates for specific transfer documents required by UAE authorities
8. Appendix B - Closing Checklist: List of all documents and actions required for closing
Assets
Business
Business Day
Buyer
Closing
Closing Date
Completion
Consideration
Contracts
Economic Department
Effective Date
Employees
Encumbrance
Excluded Assets
Governing Law
Intellectual Property Rights
Inventory
Liabilities
License
Material Adverse Change
Parties
Permits
Purchase Price
Related Parties
Relevant Authority
Seller
Trade License
Transaction Documents
Transfer Date
UAE
VAT
Working Capital
Business Records
Confidential Information
Due Diligence
Goodwill
Premises
Representatives
Signing Date
Warranties
Definitions and Interpretation
Sale and Purchase
Purchase Price and Payment
Assets Transfer
Assumption of Liabilities
Conditions Precedent
Completion Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Employee Matters
Tax Matters
Confidentiality
Non-Competition
Assignment and Transfer
Further Assurance
Notices
Force Majeure
Indemnification
Regulatory Compliance
Trade License Transfer
Intellectual Property Rights
Governing Law and Jurisdiction
Dispute Resolution
Amendment and Waiver
Severability
Entire Agreement
Costs and Expenses
Counterparts
Post-Completion Obligations
Third Party Rights
Business Name Usage
Asset Inventory
Succession
Retail
Manufacturing
Professional Services
Hospitality
Technology
Real Estate
Construction
Healthcare
Education
Trading
Food and Beverage
Logistics
Automotive
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Operations
Risk Management
Business Development
Corporate Secretariat
Mergers & Acquisitions
Executive Leadership
CEO
Managing Director
Business Owner
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Operations Manager
Finance Director
Compliance Officer
Company Secretary
Merger & Acquisition Manager
Investment Manager
Risk Manager
Commercial Director
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