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Business Acquisition Agreement
"I need a Business Acquisition Agreement for purchasing a Saudi manufacturing company through a share acquisition, where our UAE-based company will acquire 100% of the shares, with completion planned for March 2025 and including specific provisions for technology transfer and employee retention."
1. Parties: Identification of the buyer, seller, and any guarantors, including full legal names and registration details as per Saudi regulations
2. Background: Context of the transaction, including brief description of the business and purpose of the acquisition
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including Arabic translations of key terms where necessary
4. Sale and Purchase: Core transaction terms including the assets or shares being purchased and basic mechanics of transfer
5. Purchase Price: Detailed breakdown of consideration, payment terms, and any adjustments, including compliance with Shariah financing principles
6. Conditions Precedent: Prerequisites to completion, including regulatory approvals and third-party consents required under Saudi law
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Seller's Warranties: Comprehensive warranties about the business, assets, and compliance with Saudi laws
10. Buyer's Warranties: Basic warranties from the buyer, including capacity and authority to enter into the transaction
11. Limitations on Liability: Scope and limitations of parties' liabilities, subject to Saudi law restrictions
12. Post-Completion Obligations: Ongoing obligations after closing, including transition services and non-compete provisions
13. Confidentiality: Provisions governing confidential information and announcements
14. Governing Law and Dispute Resolution: Confirmation of Saudi law governance and dispute resolution mechanisms, typically through Saudi courts or arbitration
15. General Provisions: Standard boilerplate clauses adapted for Saudi law compliance
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Detailed provisions for employee transfers and protections, required when significant workforce is involved
3. Intellectual Property Rights: Specific provisions for IP transfer and protection, necessary for technology or brand-focused acquisitions
4. Real Estate: Special provisions for real property transfers, required when significant real estate assets are involved
5. Environmental Matters: Required for businesses with environmental impacts or risks
6. Data Protection: Required when significant personal or customer data is involved in the transfer
7. Foreign Investment Provisions: Required when transaction involves foreign investors or cross-border elements
8. Shariah Compliance: Specific provisions ensuring transaction structure complies with Shariah principles, required for Islamic financing
9. Competition Compliance: Required when transaction size triggers competition law requirements
10. Tax Covenant: Detailed tax-related provisions, required for complex tax structures or significant tax risks
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Properties Schedule: Details of all real estate assets and leases
4. Intellectual Property Schedule: List of all IP rights being transferred
5. Employee Schedule: List of employees and their key employment terms
6. Material Contracts Schedule: Key contracts being transferred or requiring consent
7. Completion Deliverables Schedule: List of all documents and items to be delivered at completion
8. Warranties Schedule: Detailed warranties about the business and assets
9. Permitted Encumbrances Schedule: List of permitted liens and encumbrances on assets
10. Tax Schedule: Detailed tax-related provisions and allocations
11. Regulatory Approvals Schedule: List of required governmental and regulatory approvals
12. Form Documents Appendix: Templates for transfer documents, powers of attorney, and other required forms
Authors
Agreed Form
Agreement
Applicable Law
Assets
Business
Business Day
Buyer
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Excluded Assets
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Knowledge
Liability
Long Stop Date
Loss
Material Adverse Change
Material Contracts
MOCI
Net Working Capital
Ordinary Course of Business
Parent Company
Permits
Permitted Encumbrances
Properties
Purchase Price
Related Party
Relevant Authority
Representatives
SAR
SAMA
Seller
Seller's Group
Shariah
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
ZATCA
Warranties
Working Hours
Zakat
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Business Warranties
Financial Warranties
Tax Warranties
Employment Warranties
Property Warranties
Intellectual Property Warranties
Compliance Warranties
Environmental Warranties
Limitations on Liability
Indemnification
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Data Protection
Employee Matters
Tax Matters
Insurance
Power of Attorney
Further Assurance
Assignment
Notices
Force Majeure
Costs and Expenses
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Governing Law
Dispute Resolution
Language
Counterparts
Regulatory Compliance
Shariah Compliance
Foreign Investment
Competition Law
Asset Transfer
Share Transfer
Intellectual Property Rights
Real Estate Matters
Environmental Compliance
Change of Control
Manufacturing
Technology
Real Estate
Healthcare
Financial Services
Retail
Energy
Transportation
Construction
Education
Telecommunications
Professional Services
Hospitality
Mining
Agriculture
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Human Resources
Operations
Strategy
Business Development
Tax
Treasury
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Finance Director
Head of Mergers & Acquisitions
Legal Counsel
Finance Manager
Business Development Director
Risk Management Officer
Compliance Officer
Company Secretary
Board Member
Investment Director
Strategy Director
Operations Director
Human Resources Director
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