1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registration details as per UAE requirements
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement, including UAE-specific legal and business terms
4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Prerequisites to completion, including regulatory approvals and UAE-specific requirements
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing the transaction, including required documents and processes under UAE law
9. Warranties: Seller's warranties about the company, its assets, and compliance with UAE laws
10. Limitations on Liability: Scope and limitations of Seller's liability for warranty breaches and claims
11. Tax Matters: Allocation of tax liabilities and obligations under UAE tax laws
12. Confidentiality: Obligations regarding transaction confidentiality and company information
13. Announcements: Requirements for public announcements and regulatory disclosures
14. Further Assurance: Obligations to take additional steps to give effect to the transaction
15. Assignment: Restrictions on transfer of rights under the agreement
16. Notices: Process for formal communications between parties
17. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
18. General Provisions: Standard boilerplate clauses adapted for UAE law
19. Execution: Signature blocks meeting UAE execution requirements
