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Business Sale Purchase Agreement
"I need a Business Sale Purchase Agreement for the sale of my manufacturing company in Riyadh to a foreign investor, with specific provisions for technology transfer restrictions and a 6-month transition period where I'll stay on as a consultant, expected completion in March 2025."
1. Parties: Identification of the seller and purchaser, including full legal names, commercial registration numbers, and authorized representatives
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the business assets, shares or interests being sold
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Details of the completion process, timing, and deliverables
9. Seller's Warranties: Comprehensive warranties regarding the business, assets, and liabilities
10. Seller's Limitations on Liability: Limitations on the seller's liability under the warranties and indemnities
11. Purchaser's Warranties: Warranties given by the purchaser, including capacity and authority to enter into the transaction
12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
13. Confidentiality: Provisions regarding confidential information and announcements
14. Non-Competition: Restrictions on the seller's future business activities
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Employee Matters: Detailed provisions regarding the transfer of employees, to be included when employees are being transferred as part of the business
2. Intellectual Property: Specific provisions for IP transfer and protection, required when the business has significant IP assets
3. Real Estate: Provisions dealing with property transfers or lease assignments, needed when real estate is part of the transaction
4. Environmental Matters: Environmental warranties and indemnities, necessary for businesses with environmental risks or compliance requirements
5. Data Protection: Provisions regarding the transfer and protection of personal data, required when the business processes significant personal data
6. Government Approvals: Detailed provisions regarding required governmental approvals, necessary for regulated industries
7. Earn-out Provisions: Mechanisms for additional payments based on future performance, included when part of the purchase price is contingent
8. Tax Covenant: Detailed tax indemnities and arrangements, particularly important for share sales
9. Transitional Services: Arrangements for post-completion services provided by the seller, needed when business continuity requires seller's involvement
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 owned or leased by the business
4. Intellectual Property Schedule: List of all IP rights owned or used by the business
5. Employee Schedule: List of employees and their key employment terms
6. Material Contracts Schedule: List and copies of all material business contracts
7. Warranties Schedule: Detailed warranties given by the seller
8. Bank Accounts Schedule: Details of all bank accounts and financial arrangements
9. Completion Deliverables Schedule: List of all documents and items to be delivered at completion
10. Permitted Encumbrances Schedule: List of permitted liens and encumbrances on business assets
11. Governmental Approvals Schedule: List of required governmental and regulatory approvals
12. Financial Statements Schedule: Recent financial statements and management accounts
Authors
Accounting Standards
Affiliate
Assets
Business
Business Day
Business Information
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Room
Disclosure Letter
Encumbrance
Employees
Excluded Assets
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Lease Agreements
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Permits
Properties
Purchase Price
Related Party
Relevant Authority
Representatives
Restricted Business
Restricted Period
SAR
SAMA
Saudi Law
Seller's Group
Seller's Knowledge
Seller's Warranties
Sharia
Signing Date
Subsidiary
Tax
Tax Authority
Territory
Third Party
Title Documents
Transaction
Transaction Documents
Transfer
Transferred Assets
Transferred Contracts
Transferred Employees
Warranties
Zakat
Working Capital Adjustment
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Limitations of Liability
Asset Transfer
Employee Transfer
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Real Estate
Contract Assignment
Governmental Approvals
Tax Matters
Zakat Compliance
Environmental Compliance
Data Protection
Force Majeure
Anti-Money Laundering
Regulatory Compliance
Insurance
Books and Records
Bank Accounts
Third Party Consents
Transitional Services
Property Matters
Business Conduct
Share Transfer
Representations
Restrictive Covenants
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendments
Costs and Expenses
Further Assurance
Termination
Survival
Language
Counterparts
Manufacturing
Retail
Technology
Professional Services
Healthcare
Real Estate
Construction
Hospitality
Education
Financial Services
Transportation and Logistics
Energy and Utilities
Agriculture
Mining and Natural Resources
Telecommunications
Media and Entertainment
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Operations
Human Resources
Compliance
Risk Management
Tax
Corporate Development
Strategy
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operations Officer
Managing Director
Finance Director
Legal Director
Business Development Director
Commercial Director
Mergers & Acquisitions Manager
Corporate Lawyer
Financial Controller
Tax Manager
Compliance Officer
Risk Manager
Company Secretary
Operations Manager
Human Resources Director
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