Buyback Agreement for United Arab Emirates

Buyback Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the terms and conditions for the future repurchase of assets, securities, or shares previously sold. The document incorporates specific provisions to ensure compliance with UAE Federal Laws, including the Civil Code, Commercial Code, and where applicable, Companies Law and SCA regulations. It details the initial sale, conditions for repurchase, pricing mechanisms, timing, and execution procedures while addressing risk allocation, regulatory requirements, and dispute resolution within the UAE legal framework.

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What is a Buyback Agreement?

The Buyback Agreement serves as a crucial instrument in UAE commercial transactions, providing a structured framework for arrangements where one party sells assets or securities with a commitment to repurchase them at a future date. This document type is particularly relevant in the UAE market where such transactions must comply with specific local regulations, including UAE Federal Law No. 2 of 2015 (Companies Law), SCA regulations, and Central Bank requirements where applicable. The agreement is commonly used in various contexts, including share repurchase programs, asset financing arrangements, and strategic corporate transactions. It includes detailed provisions for pricing mechanisms, timing of repurchase, risk allocation, and regulatory compliance, while ensuring adherence to UAE legal requirements and market practices. The document's structure accommodates both conventional and Islamic finance principles, making it versatile for various transaction types in the UAE market.

What sections should be included in a Buyback Agreement?

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

What sections are optional to include in a Buyback Agreement?

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

What schedules should be included in a Buyback Agreement?

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

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

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Investment Management

Real Estate

Manufacturing

Trading

Retail

Technology

Energy

Infrastructure

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Development

Strategy

Operations

Board Secretariat

Investment

Corporate Finance

Relevant Roles

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

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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