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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement, including the purpose of the buyback arrangement and relevant history
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Subject Matter: Clear identification of the assets/shares subject to the buyback arrangement
5. Purchase Price and Payment Terms: Detailed terms of the initial sale price and buyback price, including payment mechanisms and timing
6. Buyback Terms: Specific conditions and mechanics of the buyback, including timing and execution process
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the assets involved
8. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
9. Regulatory Compliance: Provisions ensuring compliance with UAE laws, including Companies Law and SCA regulations
10. Risk and Title: Transfer of risk and ownership provisions during the buyback period
11. Events of Default: Circumstances constituting default and corresponding remedies
12. Termination: Conditions and process for terminating the agreement
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
14. Notices: Process and requirements for formal communications between parties
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Security Arrangements: Additional security provisions if required for the transaction, such as guarantees or collateral
2. Third Party Rights: Provisions regarding the rights of third parties, if relevant to the transaction
3. Tax Considerations: Specific tax-related provisions if the transaction has significant tax implications
4. Regulatory Approvals: Additional regulatory approval requirements for specific sectors or transaction types
5. Force Majeure: Provisions for unforeseen circumstances preventing performance, if relevant to the specific transaction
6. Confidentiality: Detailed confidentiality provisions if the standard general provisions are insufficient
7. Assignment and Transfer: Specific provisions regarding the ability to assign or transfer rights under the agreement
8. Islamic Finance Compliance: Additional provisions ensuring compliance with Islamic finance principles if required
1. Asset Schedule: Detailed description and specifications of the assets subject to the buyback
2. Pricing Schedule: Detailed breakdown of pricing, including any adjustments or calculations
3. Form of Notice: Template for formal notices required under the agreement
4. Required Approvals: List of all regulatory and corporate approvals required
5. Timeline Schedule: Detailed timeline of key dates and deadlines for the buyback process
6. Corporate Authorizations: Copies of relevant corporate authorizations and board resolutions
7. Due Diligence Checklist: List of required due diligence items and their status
8. Completion Checklist: Detailed checklist of actions required for completion of the buyback
Assets
Business Day
Buyback Date
Buyback Notice
Buyback Period
Buyback Price
Commencement Date
Completion
Conditions Precedent
Confidential Information
Default Event
Default Interest Rate
Delivery
Dispute
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Financial Indebtedness
Force Majeure Event
Governmental Authority
Initial Purchase Price
Initial Sale Date
Interest Period
Law
Material Adverse Effect
Original Seller
Parties
Payment Date
Permitted Encumbrances
Purchase Price
Regulatory Approvals
Related Parties
Relevant Jurisdiction
Representatives
Sale Assets
SCA
Security
Security Documents
Seller's Warranties
Specified Assets
Term
Transaction
Transaction Documents
Transfer Date
UAE
Valuation Date
Warranties
Buyback Obligation
Payment Terms
Delivery
Title and Risk
Representations and Warranties
Conditions Precedent
Security
Default
Enforcement
Price Adjustment
Regulatory Compliance
Confidentiality
Assignment
Force Majeure
Termination
Notices
Governing Law
Dispute Resolution
Indemnification
Costs and Expenses
Tax
Further Assurance
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Time of Essence
Waiver
Set-off
Authority
Anti-Money Laundering
Sanctions Compliance
Language
Electronic Execution
Financial Services
Banking
Investment Management
Real Estate
Manufacturing
Trading
Retail
Technology
Energy
Infrastructure
Telecommunications
Professional Services
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Strategy
Operations
Board Secretariat
Investment
Corporate Finance
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Treasury Manager
Investment Manager
Compliance Officer
Risk Manager
Corporate Finance Manager
Business Development Director
Strategy Director
Operations Director
Board Member
Managing Director
Chief Executive Officer
Financial Controller
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