The Limited Partnership Purchase Agreement is a crucial document used in the United Arab Emirates for transferring ownership interests in limited partnerships. It is particularly relevant when partners wish to sell their stake in a partnership or when new partners are being introduced to an existing limited partnership structure. The document must comply with UAE Federal Law No. 32 of 2021 on Commercial Companies and various other UAE regulations, including specific emirate-level requirements. This agreement typically includes detailed provisions on purchase price, payment terms, warranties, representations, conditions precedent, and completion mechanics. It also addresses crucial aspects such as regulatory approvals, partner notifications, and registration requirements with the Department of Economic Development. The document is essential for ensuring a smooth and legally compliant transfer of partnership interests while protecting all parties' rights and obligations under UAE law.
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1. Parties: Identification of all parties involved in the transaction, including the seller(s), purchaser(s), and the limited partnership entity
2. Background: Context of the transaction, including current partnership structure and reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the partnership interest being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the transfer
7. Completion: Details of the completion process, timing, and deliverables
8. Seller's Warranties: Warranties given by the seller regarding the partnership interest and business
9. Purchaser's Warranties: Warranties given by the purchaser, including capacity to enter into the agreement
10. Partnership Warranties: Warranties regarding the state of the partnership business
11. Pre-Completion Obligations: Parties' obligations between signing and completion
12. Confidentiality: Provisions regarding confidential information and announcements
13. Notices: Process for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Anti-Money Laundering Provisions: Required when dealing with regulated sectors or significant transaction values
2. Employee Matters: Include when the transfer affects employment relationships
3. Intellectual Property Rights: Required when the partnership owns significant IP assets
4. Non-Competition Covenants: Include when restricting seller's future business activities
5. Tax Matters: Include when there are specific tax implications or indemnities
6. Environmental Matters: Required when the partnership operates in environmentally sensitive sectors
7. Property Matters: Include when real estate assets are material to the transaction
8. Regulatory Approvals: Required when the transfer needs specific regulatory clearances
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Partnership Agreement: Copy of the current partnership agreement
3. Financial Statements: Recent financial statements of the partnership
4. Properties and Assets: List of material assets owned by the partnership
5. Material Contracts: List and copies of material contracts
6. Intellectual Property: Schedule of IP rights owned or licensed by the partnership
7. Employee Information: Details of employees and their terms of employment
8. Completion Requirements: Detailed list of completion deliverables and requirements
9. Form of Transfer Instrument: Template for the formal transfer document required under UAE law
10. Disclosure Letter: Seller's disclosures against the warranties
Relevant legal definitions
Agreement
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
DED
Disclosed
Disclosure Letter
Encumbrance
General Partner
Governing Law
Government Authority
Limited Partner
Limited Partnership
Limited Partnership Agreement
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry
Partnership Assets
Partnership Business
Partnership Interest
Partnership Records
Parties
Permits
Purchase Price
Purchaser
Regulatory Approvals
Related Party
Relevant Authority
Seller
Seller's Group
Seller's Warranties
Signing Date
Tax
Transaction Documents
Transfer
UAE
UAE Commercial Companies Law
Warranties
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
DED
Disclosed
Disclosure Letter
Encumbrance
General Partner
Governing Law
Government Authority
Limited Partner
Limited Partnership
Limited Partnership Agreement
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry
Partnership Assets
Partnership Business
Partnership Interest
Partnership Records
Parties
Permits
Purchase Price
Purchaser
Regulatory Approvals
Related Party
Relevant Authority
Seller
Seller's Group
Seller's Warranties
Signing Date
Tax
Transaction Documents
Transfer
UAE
UAE Commercial Companies Law
Warranties
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Purchaser's Warranties
Partnership Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Partnership Management
Regulatory Compliance
Anti-Money Laundering
Assignment
Force Majeure
Termination
Notices
Further Assurance
Costs
Entire Agreement
Amendments
Severability
Waiver
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Partnership Records
Partner Notifications
DED Registration
Succession
Authority and Capacity
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Purchaser's Warranties
Partnership Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Partnership Management
Regulatory Compliance
Anti-Money Laundering
Assignment
Force Majeure
Termination
Notices
Further Assurance
Costs
Entire Agreement
Amendments
Severability
Waiver
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Partnership Records
Partner Notifications
DED Registration
Succession
Authority and Capacity
Relevant Industries
Real Estate
Trading
Manufacturing
Professional Services
Retail
Construction
Healthcare
Technology
Hospitality
Investment
Logistics
Consulting
Import/Export
Financial Services
Relevant Teams
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Business Development
Investment
Commercial
Due Diligence
Executive Leadership
Treasury
Corporate Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Secretary
Partnership Manager
Business Development Manager
Investment Manager
Due Diligence Officer
Compliance Officer
Finance Director
Commercial Director
Risk Manager
General Counsel
Business Owner
Managing Partner
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