The Restaurant Purchase Agreement is a vital legal document used in the UAE when transferring ownership of an established restaurant business. It is essential for transactions involving the sale of restaurants, cafes, or similar food service establishments, ensuring compliance with UAE federal and local emirate laws. The agreement comprehensively covers the transfer of physical assets, equipment, licenses, permits, intellectual property, and sometimes employee contracts. It includes specific provisions required under UAE commercial law, food safety regulations, and municipality requirements. This document is particularly important given the UAE's strict regulatory environment for food establishments and the need to maintain proper licensing and operational standards during ownership transitions. The agreement typically requires coordination with various governmental authorities and must account for local business practices and regulatory requirements specific to the emirate where the restaurant is located.

1. Parties: Identification of Seller and Purchaser with full legal names and registration details

2. Background: Context of the transaction, including brief description of the restaurant business and reason for sale

3. Definitions: Key terms used throughout the agreement, including Business, Assets, Completion Date, etc.

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Purchase price, payment terms, deposit requirements, and adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and licenses

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business operation requirements

8. Completion: Completion mechanics, timing, and deliverables

9. Seller's Warranties: Warranties regarding business, assets, employees, licenses, and compliance

10. Purchaser's Warranties: Basic warranties regarding capacity to purchase and fund the transaction

11. Liability and Indemnities: Liability provisions and indemnification obligations

12. Post-Completion Obligations: Ongoing obligations after completion, including transition support

13. Confidentiality: Confidentiality obligations regarding transaction and business information

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

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