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Business Buy Sell Agreement Template
I need a Business Buy Sell Agreement Template for the sale of my Dubai-based e-commerce company to a foreign buyer, with completion planned for March 2025, including specific provisions for technology asset transfer and data protection compliance.
1. Parties: Identification of the Seller and Buyer with full legal names, addresses, and registration details as per UAE Commercial Registry
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including specific UAE legal terminology
4. Sale and Purchase: Core transaction terms including the assets/shares being sold and basic purchase commitment
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Seller's Warranties: Comprehensive warranties about the business, assets, and liabilities
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
11. Limitations on Liability: Limitations on warranty claims and general liability caps
12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
13. Confidentiality: Provisions for maintaining confidentiality of transaction and business information
14. Non-Competition: Non-compete restrictions on the seller as per UAE competition law
15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses adapted to UAE law requirements
1. Employee Matters: Required when employees are being transferred, addressing UAE Labor Law requirements
2. Intellectual Property: Needed when significant IP assets are involved in the sale
3. Real Estate: Required when the business includes property interests or leases
4. Environmental Matters: Necessary for businesses with environmental compliance obligations
5. Tax Covenant: Detailed tax provisions, particularly relevant with new UAE Corporate Tax Law
6. Earn-out Provisions: When part of purchase price is contingent on future performance
7. Foreign Investment Provisions: Required when transaction involves foreign buyers/sellers
8. Agency and Distribution: When business includes commercial agency relationships
9. Islamic Finance Compliance: When transaction involves Shariah-compliant financing
10. Free Zone Provisions: When business operates in UAE free zones
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Properties Schedule: Details of owned and leased properties
4. Intellectual Property Schedule: List of all IP rights being transferred
5. Employee Schedule: List of employees and their key employment terms
6. Material Contracts Schedule: Key business contracts being transferred
7. Permits and Licenses Schedule: List of governmental permits and licenses
8. Completion Requirements Schedule: Detailed list of completion deliverables
9. Warranties Schedule: Detailed warranties and any disclosed exceptions
10. Purchase Price Adjustment Schedule: Detailed methodology for price adjustments
Authors
Retail
Manufacturing
Professional Services
Technology
Real Estate
Hospitality
Trading
Construction
Healthcare
Education
Financial Services
Logistics
Media and Entertainment
Food and Beverage
E-commerce
Legal
Finance
Mergers & Acquisitions
Corporate Development
Risk & Compliance
Executive Leadership
Business Development
Corporate Strategy
Investment
Due Diligence
Corporate Secretarial
Tax Advisory
Chief Executive Officer
Managing Director
Business Owner
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Merger & Acquisition Manager
Company Director
Finance Director
Commercial Director
Investment Manager
Risk Manager
Compliance Officer
Company Secretary
Business Broker
Transaction Advisory Manager
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