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Agreement Of Purchase And Sale Of Business Assets Template for United Arab Emirates

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Agreement Of Purchase And Sale Of Business Assets Template

I need an Agreement Of Purchase And Sale Of Business Assets Template for the purchase of a manufacturing facility in Dubai Industrial City, including machinery, equipment, and existing supply contracts, with completion planned for March 2025 and a requirement for Shariah-compliant financing terms.

What is a Agreement Of Purchase And Sale Of Business Assets?

The Agreement Of Purchase And Sale Of Business Assets Template is designed for use in the United Arab Emirates when one party wishes to acquire specific business assets from another party. This document is essential for transactions involving the transfer of business assets such as equipment, inventory, intellectual property, contracts, and other tangible and intangible assets. It complies with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law) and other relevant UAE regulations, including VAT requirements and commercial registration procedures. The agreement protects both parties' interests by clearly defining the assets being transferred, purchase price, payment terms, warranties, and post-completion obligations. It is particularly crucial in the UAE context where specific formalities and regulatory requirements must be met for effective asset transfer and registration.

What sections should be included in a Agreement Of Purchase And Sale Of Business Assets?

1. Parties: Identification of the Seller and Buyer with full legal names, license numbers, and registered addresses as per UAE requirements

2. Background: Context of the transaction, description of the business and assets being sold

3. Definitions: Detailed definitions of terms used throughout the agreement, including specific UAE legal and commercial terms

4. Sale and Purchase: Core terms of the transaction including the assets being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including VAT considerations and payment mechanisms compliant with UAE banking regulations

6. Conditions Precedent: Prerequisites to closing, including necessary government approvals and registrations

7. Completion: Process and requirements for closing the transaction, including timing and location

8. Seller's Warranties: Warranties regarding ownership, authority to sell, condition of assets, and compliance with UAE laws

9. Buyer's Warranties: Warranties regarding authority to purchase and ability to complete the transaction

10. Asset Transfer: Specific provisions for transferring different types of assets under UAE law

11. Liabilities: Allocation of liabilities and responsibilities pre and post-completion

12. Confidentiality: Provisions for maintaining confidentiality of business information

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses adapted to UAE legal requirements

What sections are optional to include in a Agreement Of Purchase And Sale Of Business Assets?

1. Employee Transfer: Required when the transaction includes transfer of employees, incorporating UAE Labor Law requirements

2. Intellectual Property: Needed when the assets include IP rights, detailing transfer under UAE IP laws

3. Real Estate: Required when the transaction includes transfer of real property interests

4. Non-Competition: Optional restrictions on seller's future business activities, subject to UAE competition law

5. Tax Indemnity: Specific tax-related provisions when significant tax implications exist

6. Transition Services: Required when the seller will provide post-completion support services

7. Islamic Finance Compliance: Required when the transaction needs to comply with Shariah principles

8. Environmental Compliance: Needed when the business involves environmental considerations or permits

What schedules should be included in a Agreement Of Purchase And Sale Of Business Assets?

1. Schedule 1 - Asset List: Detailed inventory of all assets being transferred

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across different asset categories

4. Schedule 4 - Assumed Contracts: List of contracts being transferred to the buyer

5. Schedule 5 - Required Consents: List of third-party and governmental consents needed

6. Schedule 6 - Intellectual Property: Detailed list of IP rights being transferred

7. Schedule 7 - Employee Information: Details of employees being transferred (if applicable)

8. Schedule 8 - Form of Transfer Documents: Templates for specific asset transfer documents required under UAE law

9. Appendix A - Completion Checklist: Detailed list of actions required for completion

10. Appendix B - Required Regulatory Filings: List of necessary government and regulatory filings

Authors

Alex Denne

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

Relevant legal definitions

































Clauses






























Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Real Estate

Hospitality

Healthcare

Construction

Distribution

Automotive

Food and Beverage

Education

Logistics

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Operations

Compliance

Risk Management

Business Development

Strategy

Asset Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Finance Director

Commercial Director

Business Development Manager

Operations Manager

Asset Manager

Compliance Officer

Risk Manager

Company Secretary

Investment Manager

Industries









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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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