The Business Asset Purchase Agreement is a crucial document used when one party wishes to acquire specific assets of a business without purchasing the entire corporate entity. This agreement, structured under UAE law, is commonly used in business restructuring, partial acquisitions, or when buyers prefer to cherry-pick specific assets rather than assume all liabilities of a business entity. It must comply with UAE Federal Laws, including the Commercial Transactions Law and Civil Code, while addressing specific requirements of relevant emirates and free zones. The document typically includes detailed schedules of assets, price mechanisms, warranties, and completion requirements, making it essential for both simple and complex asset transfers in the UAE business environment. It's particularly important to address local requirements such as commercial licensing, economic department approvals, and VAT considerations.
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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Context of the transaction and brief description of the business and assets
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the assets
5. Purchase Price: Amount and currency of purchase price, including any adjustments
6. Payment Terms: Method, timing, and conditions of payment, including any deposits
7. Conditions Precedent: Conditions that must be satisfied before completion
8. Pre-Completion Obligations: Obligations of both parties before completion
9. Completion: Process and requirements for completing the transaction
10. Seller's Warranties: Warranties regarding the business, assets, and authority to sell
11. Buyer's Warranties: Warranties regarding authority and capacity to purchase
12. Employees: Treatment of employees and related liabilities
13. Tax Matters: Tax obligations, indemnities, and VAT treatment
14. Confidentiality: Obligations regarding confidential information
15. Post-Completion Obligations: Continuing obligations after completion
16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
1. Real Estate: Required if business premises are being transferred or assigned
2. Intellectual Property: Required if IP assets are being transferred
3. Environmental Matters: Required for businesses with environmental implications
4. Data Protection: Required if customer or employee data is being transferred
5. Non-Competition: Optional restrictions on seller's future business activities
6. Transitional Services: Required if seller will provide post-completion services
7. Regulatory Compliance: Required for regulated industries
8. Assignment of Contracts: Required if existing contracts are being transferred
9. Working Capital Adjustment: Optional mechanism for adjusting price based on working capital
1. Schedule 1 - Assets: Detailed list of all assets being transferred
2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule 3 - Properties: Details of any real estate included in the transfer
4. Schedule 4 - Employees: List of transferring employees and their terms
5. Schedule 5 - Contracts: List of contracts being assigned or transferred
6. Schedule 6 - Intellectual Property: Details of all IP rights being transferred
7. Schedule 7 - Completion Obligations: Detailed list of completion deliverables
8. Schedule 8 - Warranties: Detailed warranties given by the seller
9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets
10. Appendix A - Form of Transfer Instruments: Templates for asset transfer documentation
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