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1. Parties: Identification of the Seller (current business owner) and Buyer with full legal names and details
2. Background: Context of the transaction, description of the business, and intention to transfer ownership
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and licenses
7. Completion: Process for closing the transaction, including timing, location, and actions required
8. Seller's Warranties: Warranties regarding business ownership, operations, compliance, and financial status
9. Buyer's Warranties: Warranties regarding capacity to purchase and compliance with laws
10. Business Assets: Detailed description of assets included in the sale
11. Employees: Treatment of existing employees and transfer of employment contracts
12. Liabilities: Allocation of pre-completion and post-completion liabilities
13. Restrictive Covenants: Non-compete and non-solicitation obligations on the seller
14. Confidentiality: Obligations regarding business information and transaction details
15. Notices: Process for serving formal notices under the agreement
16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
17. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Intellectual Property: Required if the business owns significant IP assets like trademarks or trade secrets
2. Property Lease Assignment: Required if the business operates from leased premises that need to be transferred
3. Earn-out Provisions: Include if part of the purchase price is contingent on future performance
4. Third Party Consents: Required if key contracts or licenses require third party approval for transfer
5. Tax Covenants: Detailed tax provisions if significant tax liabilities or risks exist
6. Transition Services: Include if the seller will provide post-completion support or training
7. Environmental Matters: Required if the business has environmental compliance obligations
8. Data Protection: Include if the business handles significant customer or personal data
1. Schedule 1 - Business Assets: Detailed inventory of all tangible and intangible assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Employees: List of employees with key terms of employment
4. Schedule 4 - Contracts: List of business contracts being transferred
5. Schedule 5 - Intellectual Property: Details of all IP rights owned or used by the business
6. Schedule 6 - Properties: Details of any real estate or lease arrangements
7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion
8. Schedule 8 - Form of Transfer Documents: Templates for various transfer documents required under UAE law
9. Appendix A - Financial Statements: Recent financial statements of the business
10. Appendix B - Licenses and Permits: Copies of all business licenses and permits
Applicable Laws
Assets
Business
Business Day
Business Licenses
Business Name
Completion
Completion Date
Confidential Information
Consideration
Department of Economic Development
Disclosed Information
Effective Date
Employees
Encumbrance
Excluded Assets
Existing Contracts
Financial Statements
Governmental Authority
Intellectual Property Rights
Inventory
Lease Agreement
Liabilities
Material Adverse Change
Parties
Permits
Purchase Price
Records
Relevant Authority
Seller's Warranties
Tax
Trade License
Transfer Date
Transition Period
UAE
VAT
Working Capital
Business Assets
Completion Obligations
Conditions Precedent
Customer Contracts
Employee Benefits
Goodwill
Material Contracts
Premises
Related Parties
Restricted Business
Security Interest
Supplier Contracts
Transaction Documents
Transfer Instruments
Purchase Price
Payment Terms
Conditions Precedent
Completion
Assets Transfer
Business Transfer
Warranties
Representations
Indemnification
Liabilities
Employee Matters
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Trade License Transfer
Regulatory Compliance
Asset Verification
Due Diligence
Business Contracts
Third Party Consents
Transition Services
Tax Matters
VAT Compliance
Property Transfer
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Time of Essence
Counterparts
Retail
Food & Beverage
Professional Services
Construction
Trading
Healthcare
Education
Technology
Real Estate
Manufacturing
Hospitality
Transportation
Personal Services
Consulting
Legal
Finance
Compliance
Operations
Commercial
Business Development
Mergers & Acquisitions
Due Diligence
Risk Management
Corporate Development
Business Owner
CEO
Managing Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Commercial Director
Operations Manager
Compliance Officer
Finance Manager
Business Broker
Investment Manager
Due Diligence Specialist
Business Valuation Expert
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