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Simple Business Sale Agreement
"I need a Simple Business Sale Agreement for selling my Riyadh-based retail business with 3 locations and 25 employees, with completion planned for March 2025, ensuring compliance with Saudi labor laws regarding employee transfer."
1. Parties: Identification of the seller and buyer, including full legal names, commercial registration numbers, and authorized representatives
2. Background: Brief description of the business being sold and the parties' intention to enter into the sale transaction
3. Definitions: Key terms used throughout the agreement, including Business, Assets, Liabilities, Completion Date, etc.
4. Sale and Purchase: Core transaction terms including what is being sold and purchased, and the basic agreement to sell
5. Purchase Price: The agreed price, payment terms, and any adjustments or earn-out mechanisms
6. Conditions Precedent: Prerequisites to completion, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: The mechanics of closing the transaction, including timing, location, and deliverables
9. Seller's Warranties: Standard warranties about the business, assets, liabilities, and compliance with laws
10. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement
11. Limitations on Liability: Caps, time limits, and other restrictions on the parties' liability
12. Post-Completion Obligations: Obligations after closing, including handover and transition arrangements
13. Confidentiality: Provisions protecting confidential information of the business and the transaction
14. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
1. Employee Matters: Required if employees are being transferred with the business, covering treatment of end-of-service benefits and continued employment
2. Intellectual Property: Required if the business owns significant IP assets that need special treatment
3. Real Estate: Required if the business owns or leases property that needs special provisions
4. Non-Competition: Optional restrictions on the seller's future business activities
5. Tax Covenant: Detailed tax provisions if significant tax risks or specific tax arrangements need to be addressed
6. Environmental Matters: Required for businesses with environmental risks or compliance obligations
7. Shariah Compliance Declaration: Optional section confirming the transaction's compliance with Shariah principles
8. Foreign Investment Provisions: Required if either party is a foreign investor under Saudi law
1. Schedule 1: The Business: Detailed description of the business being sold, including all assets, contracts, and liabilities
2. Schedule 2: Properties: List and details of any real estate owned or leased by the business
3. Schedule 3: Employees: List of employees and their key employment terms
4. Schedule 4: Intellectual Property: Details of all IP owned or used by the business
5. Schedule 5: Material Contracts: List and summary of key business contracts
6. Schedule 6: Completion Deliverables: List of all documents and items to be delivered at completion
7. Schedule 7: Seller's Warranties: Detailed warranties about the business and its assets
8. Appendix 1: Form of Transfer Instruments: Templates for documents needed to transfer the business
9. Appendix 2: Regulatory Filings: Forms and documents required for governmental approvals
Authors
Assets
Business
Business Day
Buyer
Commercial Registration
Completion
Completion Date
Confidential Information
Consideration
Contracts
Damage
Disclosed
Effective Date
Employees
Encumbrance
Governmental Authority
Intellectual Property Rights
Inventory
Liabilities
License
Loss
Material Adverse Change
Ministry of Commerce
Parties
Permits
Purchase Price
Records
Regulatory Approvals
Seller
Signing Date
Tax
Third Party
Transaction Documents
Transfer
Warranties
Zakat
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Business Assets
Employee Transfer
Contracts Assignment
Seller Warranties
Buyer Warranties
Indemnification
Liability Limitations
Tax Matters
Zakat Compliance
Regulatory Compliance
Commercial Registration
Confidentiality
Non-Competition
Further Assurance
Force Majeure
Assignment
Notices
Costs
Entire Agreement
Amendments
Severability
Waiver
Counterparts
Governing Law
Dispute Resolution
Language
Shariah Compliance
Retail
Manufacturing
Food & Beverage
Professional Services
Technology
Healthcare
Real Estate
Construction
Hospitality
Trading
Distribution
Education
Transportation
Small and Medium Enterprises
Legal
Finance
Corporate Development
Compliance
Operations
Risk Management
Business Development
Commercial
Mergers & Acquisitions
Executive Leadership
Chief Executive Officer
Managing Director
Business Owner
Commercial Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Finance Director
Company Secretary
Compliance Officer
Operations Director
General Manager
Risk Manager
Investment Manager
Commercial Manager
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