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Company Purchase Agreement

Company Purchase Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Company Purchase Agreement

"I need a Company Purchase Agreement under Saudi law for acquiring a local manufacturing company, with completion scheduled for March 2025 and including standard warranties and representations for a straightforward share purchase transaction."

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Document background
The Company Purchase Agreement is a crucial document used in corporate acquisitions within Saudi Arabia, whether structured as a share purchase or asset purchase. It serves as the primary transaction document that outlines all aspects of the company sale, including purchase price, payment mechanisms, warranties, and post-completion obligations. The agreement must comply with Saudi Arabian law, including the Companies Law of 2015, Foreign Investment Law, and Shariah principles. It is particularly important in cross-border transactions where foreign investment restrictions may apply. The document typically requires various regulatory approvals, including potential clearance from the Saudi Arabian General Investment Authority (SAGIA) for foreign investors. This agreement type is essential for documenting complex corporate transactions while ensuring compliance with local legal requirements and market practices.
Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors, including full legal names and registration details

2. Background: Context of the transaction, brief description of the target company, and purpose of the agreement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares/assets being sold and basic purchase mechanism

5. Purchase Price: Detailed breakdown of consideration, payment terms, and adjustment mechanisms

6. Conditions Precedent: Prerequisites for completion including regulatory approvals and third-party consents

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Seller Warranties: Comprehensive warranties about the company, its business, and assets

10. Buyer Warranties: Basic warranties from buyer regarding capacity and authority

11. Limitations on Liability: Scope and financial caps on warranty claims and other liabilities

12. Post-Completion Obligations: Ongoing obligations after closing, including transition services if applicable

13. Confidentiality: Provisions regarding transaction confidentiality and company information

14. Governing Law and Dispute Resolution: Choice of Saudi law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Employee Matters: Include when specific employee arrangements or protections are needed

3. Real Estate: Include when company owns significant property assets requiring special treatment

4. Intellectual Property: Include when IP assets are material to the transaction

5. Competition/Non-Solicitation: Include when restrictions on seller's future activities are required

6. Shariah Compliance: Include when specific Islamic finance structures are used

7. Tax Covenant: Include when specific tax indemnities or arrangements are needed

8. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances

9. Foreign Investment Provisions: Include when buyer is a foreign entity requiring SAGIA approval

Suggested Schedules

1. Company Details: Full corporate information, shareholding structure, and subsidiaries

2. Properties: List of owned and leased real estate assets

3. Material Contracts: Summary of key commercial agreements

4. Intellectual Property: Register of IP rights and licenses

5. Employee Information: List of employees, terms, and benefits

6. Financial Statements: Recent financial statements and management accounts

7. Completion Deliverables: Detailed list of documents required at completion

8. Warranties: Detailed warranty schedule

9. Disclosed Matters: Disclosure against warranties

10. Purchase Price Adjustments: Detailed mechanism for any price adjustments

11. Regulatory Approvals: List of required governmental and regulatory approvals

12. Form of Transfer Instruments: Templates for share transfer forms and other completion documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Affiliate
Agreement
Assets
Board
Business
Business Day
Buyer
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
License
Loss
Material Adverse Change
Material Contracts
Ministry
Notice
Parties
Permits
Person
Purchase Price
Related Party
Representatives
SAGIA
Sale Shares
Seller
Seller's Warranties
Shariah
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Territory
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Zakat
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Limitations on Liability
Representations
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Tax Matters
Regulatory Compliance
Shariah Compliance
Foreign Investment Provisions
Material Contracts
Intellectual Property
Real Estate
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Costs and Expenses
Further Assurance
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Time of Essence
Announcements
Data Protection
Anti-Corruption
Authority and Capacity
Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Retail

Energy

Construction

Transportation

Telecommunications

Professional Services

Education

Food and Beverage

Industrial

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Mergers & Acquisitions

Risk Management

Executive Leadership

Corporate Governance

Business Development

Corporate Strategy

Due Diligence

Integration

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Director

Mergers & Acquisitions Manager

Due Diligence Officer

Compliance Manager

Business Development Director

Corporate Secretary

Finance Director

Legal Counsel

Risk Manager

Integration Manager

Transaction Advisory Manager

Board Member

Industries
Companies Law (2015): The primary legislation governing company formations, operations, and transfers in Saudi Arabia. It provides the legal framework for company acquisitions and sets requirements for ownership transfer.
Foreign Investment Law: Regulates foreign ownership of Saudi companies and specifies sectors where foreign investment is restricted or prohibited. Essential for cross-border transactions.
Competition Law: Regulates market competition and merger control. Relevant for ensuring the transaction doesn't create monopolistic situations and obtaining necessary approvals.
Capital Market Law: Relevant if either company is listed on the Saudi Stock Exchange (Tadawul). Sets requirements for public company transactions and disclosures.
Commercial Courts Law: Establishes jurisdiction and procedures for resolving commercial disputes, including those arising from company purchase agreements.
Anti-Money Laundering Law: Sets requirements for transaction transparency and financial due diligence in business acquisitions.
Value Added Tax (VAT) Law: Governs tax implications of company purchases and asset transfers in Saudi Arabia.
Labor Law: Important for understanding employee-related obligations and rights that transfer with company ownership.
Commercial Registration Law: Governs the registration and documentation requirements for company ownership changes.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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