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An Asset Purchase Agreement is a binding contract used when one company buys specific assets from another in the UAE. Instead of purchasing the entire business, the buyer selects particular items like equipment, inventory, intellectual property, or real estate. This targeted approach gives buyers more control over which assets and liabilities they take on.

Under UAE commercial law, these agreements need precise details about the assets being sold, their prices, and any conditions that must be met before closing the deal. The contract protects both parties by clearly stating what's included in the sale, payment terms, and each side's responsibilities. Most UAE Asset Purchase Agreements also include warranties about the assets' condition and ownership status.

Use an Asset Purchase Agreement when buying specific business assets in the UAE rather than acquiring an entire company. This approach works perfectly for situations where you want to cherry-pick valuable equipment, real estate, intellectual property, or customer contracts while leaving behind unwanted liabilities or underperforming parts of the business.

The agreement becomes essential during business restructuring, partial acquisitions, or when expanding operations in the UAE market. It offers more flexibility than a full company purchase, letting buyers customize their acquisition strategy. Many UAE businesses use these agreements when purchasing assets from distressed companies or when adding specific capabilities to their existing operations.

• Asset Sale Agreement: Standard version for straightforward business asset transfers, covering equipment, inventory, and physical property
• Intellectual Property Asset Purchase Agreement: Specialized for IP transfers, including patents, trademarks, and software rights
• Share And Asset Purchase Agreement: Hybrid agreement combining both asset acquisition and share transfer provisions
• Share Purchase And Transfer Agreement: Focuses on company ownership transfer while including specific asset provisions

• Selling Companies: UAE businesses looking to divest specific assets, restructure operations, or raise capital through selective asset sales
• Buying Companies: Organizations seeking to expand their operations by acquiring specific business assets without taking on entire company liabilities
• Corporate Lawyers: Draft and review Asset Purchase Agreements to ensure compliance with UAE commercial law and protect client interests
• Financial Advisors: Help value assets and structure deals in accordance with UAE financial regulations
• Due Diligence Teams: Verify asset ownership, condition, and any encumbrances before finalizing the agreement

• Asset Inventory: Create a detailed list of all assets being purchased, including physical descriptions, locations, and current market values
• Due Diligence: Gather ownership documents, maintenance records, and verify any existing liens or encumbrances on the assets
• Price Structure: Document the agreed purchase price, payment terms, and any earn-out provisions under UAE regulations
• Transfer Requirements: Identify specific UAE legal requirements for transferring each type of asset
• Warranties: List seller's representations about asset condition, ownership, and compliance with local laws
• Closing Conditions: Outline prerequisites for deal completion, including necessary government approvals

• Party Details: Full legal names, addresses, and registration numbers of buyer and seller under UAE law
• Asset Description: Detailed itemization of all assets being transferred, including physical location and condition
• Purchase Price: Clear statement of consideration, payment terms, and any adjustments or earnout provisions
• Warranties: Seller's guarantees regarding asset ownership, condition, and compliance with UAE regulations
• Transfer Terms: Specific mechanics and timing of asset handover, including required governmental approvals
• Governing Law: Explicit reference to UAE law and appropriate emirate jurisdiction for dispute resolution
• Execution Block: Signature sections for authorized representatives with proper attestation requirements

An Asset Purchase Agreement differs significantly from a Business Purchase Agreement in the UAE legal context. While both involve buying business assets, they serve distinct purposes and carry different implications under UAE commercial law.

• Scope of Purchase: Asset Purchase Agreements target specific assets like equipment or property, while Business Purchase Agreements cover the entire business entity, including operations, employees, and liabilities
• Liability Transfer: Asset purchases typically limit buyer liability to the specific assets acquired, whereas business purchases usually include all business obligations and debts
• Due Diligence Requirements: Asset purchases focus on verifying individual asset ownership and condition, while business purchases require comprehensive company-wide investigation
• Regulatory Compliance: Business purchases often need additional UAE government approvals and licenses, especially for complete ownership transfers