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Ownership Interest Purchase Agreement
"I need an Ownership Interest Purchase Agreement for the sale of 60% ownership in a Saudi limited liability manufacturing company from a local seller to a domestic buyer, with completion planned for March 2025 and including standard warranties and Sharia-compliant payment terms."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and registration details
2. Background: Context of the transaction, description of the target company and ownership interests being transferred
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of interests being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment mechanism and any Sharia-compliant financing structures
6. Conditions Precedent: Prerequisites to closing, including regulatory approvals and third-party consents
7. Completion: Closing mechanics, timing, and deliverables
8. Seller's Warranties: Representations and warranties regarding the seller and the ownership interests
9. Purchaser's Warranties: Representations and warranties regarding the purchaser and its capacity
10. Pre-Completion Obligations: Parties' obligations between signing and closing, including conduct of business
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Announcements: Requirements for public announcements and press releases
13. Governing Law and Dispute Resolution: Choice of Saudi law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment
1. Tax Matters: Include when specific tax arrangements or indemnities are required
2. Employee Matters: Include when the transaction affects employment relationships or requires staff transfers
3. Non-Competition: Include when restricting seller's future competitive activities
4. Regulatory Compliance: Include for regulated industries or when specific regulatory requirements apply
5. Foreign Investment Provisions: Include when transaction involves foreign investors
6. Intellectual Property: Include when IP rights are material to the transaction
7. Real Estate Matters: Include when significant real estate assets are involved
8. Environmental Matters: Include for businesses with environmental risks or obligations
9. Transitional Services: Include when post-completion services are required from seller
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Ownership Interests: Detailed description of the interests being transferred
3. Purchase Price Calculation: Formula and adjustments for purchase price determination
4. Conditions Precedent: Detailed list of all closing conditions
5. Completion Obligations: Detailed list of closing deliverables and actions
6. Warranties: Detailed seller's warranties about the business
7. Properties: List of real estate and leased properties
8. Material Contracts: Key agreements affecting the business
9. Intellectual Property: List of IP rights and registrations
10. Employee Information: Details of key employees and employment terms
11. Form of Transfer Instruments: Templates for share transfer forms and other required documents
Authors
Agreement
Business Day
Board
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Commerce
Ownership Interests
Party/Parties
Purchase Price
Purchase Price Adjustment
Regulatory Approvals
Representatives
SAGIA
Saudi Companies Law
Seller's Knowledge
Seller's Warranties
Sharia
Signing Date
Subsidiaries
Target Company
Tax/Taxation
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Zakat
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Limitation of Liability
Tax Matters
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Data Protection
Force Majeure
Assignment
Notices
Further Assurance
Costs
Amendment
Waiver
Entire Agreement
Severability
Governing Law
Dispute Resolution
Third Party Rights
Announcements
Shariah Compliance
Language
Counterparts
Financial Services
Manufacturing
Real Estate
Technology
Healthcare
Energy
Mining
Retail
Transportation
Construction
Telecommunications
Professional Services
Education
Hospitality
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board Secretariat
Treasury
Tax
Corporate Communications
Human Resources
Strategy
Operations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Manager
Mergers & Acquisitions Director
Business Development Manager
Compliance Officer
Risk Manager
Board Member
Managing Director
Finance Director
Commercial Director
Company Secretary
Due Diligence Manager
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