The Hotel Purchase Agreement is a specialized transaction document used for the acquisition of hotel properties in the United Arab Emirates. It must comply with both UAE federal laws and specific emirate-level regulations governing real estate transfers, tourism operations, and commercial transactions. This agreement is essential when acquiring operational hotels as it covers not just the property transfer but also the business assets, employees, operational contracts, and licenses. The document needs to address unique aspects of UAE hotel operations including tourism authority requirements, municipality regulations, and specific transfer procedures for hospitality assets. It typically requires coordination with various government authorities and must account for UAE-specific requirements regarding property ownership, business transfer mechanisms, and employment regulations.

1. Parties: Identification of the seller and purchaser, including complete legal names and registration details

2. Background: Context of the transaction, brief description of the hotel property, and purpose of the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement, including property, assets, contracts, and specific hotel industry terminology

4. Sale and Purchase: Core transaction terms including the property, business assets, and associated rights being transferred

5. Purchase Price: Details of the purchase consideration, payment terms, deposits, and adjustment mechanisms

6. Conditions Precedent: Prerequisites for completion including regulatory approvals, licenses transfer, and third-party consents

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including hotel operations and maintenance standards

8. Completion: Process and requirements for closing the transaction, including documents to be delivered and actions to be taken

9. Post-Completion Obligations: Obligations after closing, including transition services and handover requirements

10. Employees: Treatment of hotel employees, transfer terms, and associated liabilities

11. Representations and Warranties: Standard and hotel-specific warranties regarding the property, business, and operations

12. Indemnities: Protection mechanisms for breach of warranties and specific identified risks

13. Termination: Circumstances allowing termination and consequences thereof

14. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment