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1. Parties: Identification of buyer and seller with full legal names, addresses, and registration details as per UAE requirements
2. Background: Context of the transaction and brief description of the parties' intentions
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Sale and Purchase Obligation: Core agreement for the seller to sell and buyer to buy the specified items
5. Purchase Price: Detailed breakdown of the purchase price and currency
6. Payment Terms: Payment schedule, method of payment, and banking details
7. Delivery Terms: Delivery location, timing, and responsibilities
8. Title and Risk: When and how title passes, and allocation of risk
9. Seller's Representations and Warranties: Seller's guarantees regarding the goods/assets being sold
10. Buyer's Representations and Warranties: Buyer's guarantees regarding authority to enter agreement and payment capability
11. Conditions Precedent: Conditions that must be satisfied before completion
12. Completion: Details of the completion process and requirements
13. Default and Termination: Circumstances allowing termination and consequences of default
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Inspection Rights: Used when buyer requires pre-completion inspection rights
2. Intellectual Property: Required when the sale includes IP rights
3. Confidentiality: Important for transactions involving sensitive commercial information
4. Non-Competition: Used when seller should be restricted from competing post-sale
5. Tax Provisions: Detailed tax arrangements, particularly important for high-value transactions
6. Force Majeure: Specific provisions for unforeseen circumstances preventing performance
7. Insurance: Required when specific insurance coverage is needed during transition
8. Environmental Matters: Important for transactions involving real estate or industrial assets
9. Employee Matters: Required when the sale affects employees or includes transfer of staff
10. Compliance with Laws: Detailed compliance requirements for regulated industries
1. Schedule 1 - Asset Description: Detailed description of assets being sold
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components
3. Schedule 3 - Completion Deliverables: List of documents and items to be delivered at completion
4. Schedule 4 - Warranties: Detailed warranties given by the seller
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the assets
6. Schedule 6 - Required Consents: List of third-party consents required
7. Appendix A - Form of Transfer Documents: Templates of documents required for transfer
8. Appendix B - Power of Attorney: Standard form of power of attorney if required
9. Appendix C - Completion Certificate: Form of completion certificate to be signed
10. Appendix D - Payment Schedule: Detailed payment timeline and installment details
Applicable Law
Assets
Business Day
Buyer
Completion
Completion Date
Confidential Information
Consideration
Deposit
Delivery Date
Delivery Location
Effective Date
Encumbrance
Force Majeure Event
Governing Law
Intellectual Property Rights
Liability
Losses
Material Adverse Change
Notice
Party/Parties
Payment Terms
Purchase Price
Representatives
Seller
Specifications
Term
Territory
Title Documents
Transaction
Transfer
UAE
UAE Dirham
Warranties
Working Hours
Writing
Default Event
Dispute
Due Diligence
Escrow Agent
Good Industry Practice
Governmental Authority
Inspection Period
Interest Rate
Security Interest
Taxes
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Delivery
Title and Risk
Conditions Precedent
Completion
Seller Warranties
Buyer Warranties
Representations
Due Diligence
Confidentiality
Non-Competition
Intellectual Property
Assignment
Force Majeure
Termination
Default
Remedies
Indemnification
Insurance
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Waiver
Third Party Rights
Costs and Expenses
Language
Counterparts
Compliance with Laws
Anti-Money Laundering
Tax
Authority
Further Assurance
Time of Essence
Announcements
Data Protection
Escrow
Inspection Rights
Retail
Manufacturing
Real Estate
Technology
Healthcare
Automotive
Consumer Goods
Industrial Equipment
Electronics
Food and Beverage
Construction
Energy
Telecommunications
Logistics
Professional Services
Legal
Procurement
Sales
Finance
Operations
Compliance
Risk Management
Commercial
Supply Chain
Business Development
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Finance Manager
Supply Chain Manager
Corporate Counsel
Commercial Manager
Risk Manager
Compliance Officer
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