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1. Parties: Detailed identification of the seller and buyer, including full legal names, addresses, and registration details if companies
2. Background: Context of the transaction and brief description of the asset being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase, including description of the asset
5. Purchase Price: Agreed purchase price and currency
6. Payment Terms: Payment schedule, method of payment, and any conditions attached to payments
7. Completion: Details of when and how the transfer of ownership will take place
8. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and condition of the asset
9. Buyer's Warranties: Warranties regarding authority to purchase and ability to pay
10. Pre-Completion Obligations: Obligations of both parties before completion of the sale
11. Post-Completion Obligations: Obligations of both parties after completion of the sale
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
14. Notices: Process for serving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Due Diligence: Include when the buyer needs to conduct investigations before completion
3. Property Title: Required for real estate transactions, detailing title warranties and registration requirements
4. Intellectual Property: Needed when the sale includes IP rights
5. Employee Matters: Required for business sales involving transfer of employees
6. Tax Matters: Include specific tax provisions when tax implications are significant
7. Environmental Matters: Required for sales of industrial assets or properties with environmental concerns
8. Transitional Services: Include when the seller will provide services to the buyer post-completion
9. Non-Competition: Used when restrictions on the seller's future activities are required
10. Force Majeure: Include detailed force majeure provisions for high-value or complex transactions
1. Asset Schedule: Detailed description and inventory of assets being sold
2. Purchase Price Calculation: Detailed breakdown of the purchase price components
3. Form of Transfer Documents: Templates of documents required for transferring ownership
4. Warranties: Detailed warranties given by the seller
5. Disclosure Letter: Seller's disclosures against the warranties
6. Property Details: For real estate transactions, detailed property information and title documents
7. Encumbrances: List of any existing encumbrances on the assets
8. Required Consents: List of third-party or regulatory consents required
9. Completion Checklist: List of actions and documents required for completion
10. Power of Attorney: Form of power of attorney if required for completion
Asset
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deposit
Disclosure Letter
Effective Date
Encumbrance
Force Majeure
Governing Law
Intellectual Property Rights
Liability
Long Stop Date
Material Adverse Change
Party/Parties
Permitted Encumbrances
Purchase Price
Related Party
Relevant Authority
Representatives
Sale Assets
Security Interest
Seller's Group
Seller's Warranties
Signing Date
Target
Tax
Territory
Title Documents
Transaction
Transfer Date
UAE
VAT
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Title Transfer
Due Diligence
Confidentiality
Non-Competition
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Third Party Rights
Further Assurance
Costs
Counterparts
Property Title
Environmental Compliance
Regulatory Compliance
Tax Matters
Employee Matters
Intellectual Property
Data Protection
Anti-Corruption
Termination
Break Fee
Escrow Arrangements
Registration Requirements
Real Estate
Manufacturing
Retail
Technology
Healthcare
Financial Services
Hospitality
Energy
Construction
Trading
Professional Services
Automotive
Industrial
Education
Media and Entertainment
Legal
Finance
Commercial
Corporate Development
Mergers & Acquisitions
Real Estate
Operations
Compliance
Risk Management
Business Development
Investment
Property Management
Procurement
Strategy
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Investment Manager
Real Estate Manager
Commercial Director
Compliance Officer
Risk Manager
Operations Director
Property Manager
Procurement Manager
Contract Manager
Transaction Manager
Due Diligence Specialist
Corporate Secretary
Finance Director
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