Contingency Sales Agreement for United Arab Emirates

Contingency Sales Agreement Template for United Arab Emirates

A Contingency Sales Agreement under UAE law is a comprehensive legal document that governs conditional sale transactions where the completion is subject to specific conditions being met. The agreement, governed by UAE Federal Laws including the Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993), establishes the terms and conditions of the sale, defines the contingencies that must be satisfied, and outlines the rights and obligations of all parties involved. It includes detailed provisions for timeframes, verification of conditions, payment terms, and the consequences of both successful completion and failure to meet the specified contingencies.

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What is a Contingency Sales Agreement?

The Contingency Sales Agreement is a crucial document used in the United Arab Emirates when parties wish to enter into a sale transaction that is dependent on certain conditions being fulfilled before the sale can be completed. This document type is particularly valuable in complex commercial transactions where due diligence, financing, regulatory approvals, or other specific requirements must be met before the sale can proceed. The agreement comprehensively addresses the UAE legal requirements while providing clear mechanisms for managing conditional sales, including detailed provisions for condition verification, timeframes, and consequences of both fulfillment and non-fulfillment of contingencies. It is structured to comply with UAE Federal Laws and commercial practices, making it suitable for both local and international business transactions within the UAE jurisdiction.

What sections should be included in a Contingency Sales Agreement?

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if companies

2. Background: Context of the agreement and brief description of the transaction and its contingent nature

3. Definitions: Definitions of key terms used throughout the agreement, including specific contingency-related terminology

4. Sale and Purchase: Core transaction terms including subject matter, price, and payment terms

5. Contingency Conditions: Detailed description of the contingencies that must be met for the sale to proceed

6. Timeframes and Deadlines: Specific periods for meeting contingencies and completing the transaction

7. Payment Terms: Detailed payment structure, including any deposits, installments, and final payment conditions

8. Seller's Obligations: Detailed list of seller's responsibilities and warranties

9. Buyer's Obligations: Detailed list of buyer's responsibilities and commitments

10. Risk and Title: When and how risk and title transfer to the buyer

11. Default and Remedies: Consequences of breach and available remedies for each party

12. Termination: Circumstances under which the agreement can be terminated and the consequences

13. Notices: How and where formal communications between parties should be sent

14. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

What sections are optional to include in a Contingency Sales Agreement?

1. Due Diligence: Include when the buyer needs to conduct investigations or verify certain conditions

2. Financing Conditions: Include when the sale is contingent on obtaining specific financing

3. Regulatory Approvals: Include when the transaction requires government or regulatory approval

4. Intellectual Property: Include when the sale involves transfer of IP rights

5. Confidentiality: Include when sensitive information will be shared during the contingency period

6. Force Majeure: Include when specific events beyond parties' control should be addressed

7. Assignment: Include when transfer of rights needs to be restricted or permitted

8. Third Party Rights: Include when third parties might have rights under the agreement

9. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred

What schedules should be included in a Contingency Sales Agreement?

1. Schedule 1 - Asset Description: Detailed description of the assets or items being sold

2. Schedule 2 - Price Calculation: Breakdown of purchase price and any adjustments

3. Schedule 3 - Contingency Conditions Details: Detailed description of all conditions and their verification methods

4. Schedule 4 - Due Diligence Requirements: List of required documents and verifications

5. Schedule 5 - Timeline: Detailed timeline of key dates and deadlines

6. Schedule 6 - Form of Notices: Templates for formal notifications under the agreement

7. Appendix A - Required Documents: List of documents to be provided by each party

8. Appendix B - Completion Checklist: Checklist of items required for closing the transaction

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

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Manufacturing

Technology

Retail

Professional Services

Construction

Energy

Healthcare

Automotive

Agriculture

Import/Export

Financial Services

Telecommunications

Relevant Teams

Legal

Finance

Sales

Commercial

Operations

Risk Management

Compliance

Business Development

Procurement

Project Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Sales Director

Legal Counsel

Contract Manager

Business Development Manager

Operations Manager

Risk Manager

Compliance Officer

Transaction Manager

Finance Manager

Project Manager

Procurement Manager

General Manager

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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