The Business Acquisition Agreement serves as the primary transaction document for business acquisitions in the UAE, whether for share purchases or asset transfers. It is essential for transactions involving UAE mainland companies or free zone entities, requiring careful consideration of local ownership requirements, foreign investment restrictions, and regulatory approvals. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, while addressing specific requirements for different business sectors and free zones. This document is typically used when one entity seeks to acquire another entity's business operations, assets, or shares, and includes detailed provisions for due diligence findings, warranties, indemnities, and post-completion obligations, all structured within the UAE legal framework.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the business being acquired
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
9. Warranties: Seller's representations and warranties about the business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Indemnities: Specific indemnities and protection mechanisms
12. Confidentiality: Obligations regarding transaction and business information confidentiality
13. Non-Competition: Restrictions on seller's competing activities post-completion
14. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances in the UAE
2. Real Estate Provisions: Required when the business includes significant real estate assets
3. Intellectual Property Rights: Detailed IP provisions when the business has significant IP assets
4. Employee Matters: Specific provisions for employee transfers and related obligations
5. Tax Covenant: Detailed tax provisions when there are significant tax implications
6. Environmental Matters: Required for businesses with environmental risks or obligations
7. Transitional Services: When post-completion services are needed from the seller
8. Earn-out Provisions: When part of the purchase price is contingent on future performance
9. Bank Guarantee/Security: When payment security or performance security is required
1. Details of the Target Business: Comprehensive description of the business being acquired
2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Completion Obligations: Detailed list of actions and deliverables required at completion
4. Warranties: Full set of seller's warranties about the business
5. Properties: Details of all real estate assets included in the sale
6. Intellectual Property: List of all IP rights included in the sale
7. Material Contracts: Key contracts affecting the business
8. Employees: List of employees and their key employment terms
9. Required Consents: List of third-party and regulatory consents required
10. Permitted Leakage: Agreed exceptions to locked box provisions if applicable
11. Form of Tax Deed: Standard form tax deed if required
12. Completion Statement Format: Agreed format for completion accounts if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Real Estate
Manufacturing
Retail
Healthcare
Financial Services
Energy
Construction
Hospitality
Transportation & Logistics
Media & Entertainment
Professional Services
Education
Telecommunications
Relevant Teams
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Strategy
Operations
Business Development
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Head of Mergers & Acquisitions
Business Development Director
Investment Manager
Commercial Director
Finance Director
Corporate Secretary
Risk Manager
Compliance Officer
Strategy Director
Operations Director
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