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1. Parties: Identification of all purchasing parties and the seller(s), including full legal names, registration details, and addresses
2. Background: Context of the joint purchase arrangement, including the purpose and intentions of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Details: Detailed description of the asset(s) being purchased, including specifications, condition, and any encumbrances
5. Purchase Price and Payment Terms: Total purchase price, contribution splits between parties, payment schedule, and payment mechanisms
6. Ownership Structure: Details of how the purchased asset(s) will be owned, including ownership percentages and title registration
7. Management and Decision Making: Procedures for joint decision-making regarding the purchased asset(s), voting rights, and management responsibilities
8. Rights and Obligations: Specific rights and obligations of each party regarding the purchased asset(s)
9. Costs and Expenses: Allocation of purchase-related costs, ongoing maintenance costs, and other expenses
10. Representations and Warranties: Statements of fact and assurances from all parties
11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for dispute resolution
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Due Diligence: Procedures for conducting due diligence on the purchase asset(s), used when complex assets are involved
2. Financing Arrangements: Details of any external financing arrangements, included when the purchase involves third-party financing
3. Insurance: Insurance requirements and arrangements, included when the purchased asset(s) require specific insurance coverage
4. Exit Mechanisms: Procedures for parties to exit the joint purchase arrangement, included for long-term joint ownership situations
5. Asset Management: Detailed procedures for managing the purchased asset(s), included for complex assets requiring ongoing management
6. Competition Compliance: Specific provisions ensuring compliance with UAE competition laws, included when the purchase might affect market competition
7. Intellectual Property: IP-related provisions, included when the purchased asset(s) involve intellectual property rights
8. Environmental Compliance: Environmental obligations and compliance requirements, included when the purchase involves real estate or industrial assets
1. Schedule 1 - Asset Description: Detailed technical specifications and description of the purchase asset(s)
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment amounts, timing, and contribution splits
3. Schedule 3 - Ownership Structure: Detailed breakdown of ownership percentages and registration details
4. Schedule 4 - Management Procedures: Detailed procedures for joint management and decision-making
5. Schedule 5 - Due Diligence Results: Summary of due diligence findings and outstanding items
6. Appendix A - Required Approvals: List of required governmental or regulatory approvals
7. Appendix B - Form of Notice: Standard form for notices between parties
8. Appendix C - Resolution Procedures: Detailed procedures for dispute resolution
Applicable Law
Asset
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Contributed Capital
Co-Owners
Default Event
Dirhams or AED
Effective Date
Encumbrance
Force Majeure
Governing Law
Joint Management Committee
Joint Ownership Interest
Joint Purchasers
Liability
Management Rights
Material Adverse Change
Ownership Percentage
Ownership Rights
Parties
Purchase Price
Purchase Rights
Regulatory Approvals
Related Party
Relevant Authority
Representatives
Seller
Shared Costs
Special Resolution
Termination Date
Third Party
Transaction Documents
Transfer
UAE
Voting Rights
Consideration
Payment Terms
Ownership Structure
Joint Management
Decision Making
Voting Rights
Capital Contributions
Cost Sharing
Asset Management
Representations and Warranties
Conditions Precedent
Due Diligence
Closing Conditions
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Default
Force Majeure
Confidentiality
Non-Compete
Regulatory Compliance
Anti-Money Laundering
Environmental Compliance
Insurance
Indemnification
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs
Language
Counterparts
Real Estate
Manufacturing
Technology
Construction
Healthcare
Retail
Energy
Transportation
Industrial Equipment
Commercial Property
Hospitality
Infrastructure
Financial Services
Professional Services
Legal
Finance
Procurement
Commercial
Risk Management
Operations
Compliance
Business Development
Strategy
Investment
Real Estate
Asset Management
Corporate Development
Treasury
Chief Financial Officer
Legal Counsel
Procurement Manager
Commercial Director
Investment Manager
Real Estate Manager
Asset Manager
Risk Manager
Finance Director
Operations Director
Business Development Manager
Project Manager
Compliance Officer
Strategy Director
Managing Partner
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