The Member Interest Purchase Agreement is a crucial document used in UAE business transactions for transferring ownership interests in limited liability companies and other corporate entities. It is specifically designed to comply with UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and related regulations, including foreign ownership rules and free zone requirements where applicable. This agreement is essential for documenting the terms of ownership transfer, protecting both buyers and sellers, ensuring regulatory compliance, and facilitating necessary governmental approvals. It typically includes detailed provisions for purchase price, payment mechanisms, warranties, conditions precedent, and completion requirements, all tailored to the UAE legal framework. The document is particularly important given the UAE's strict requirements for company ownership transfers and the need for various governmental approvals and registrations.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company
2. Background: Context of the transaction, description of the Company and the membership interests being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the interests being sold and purchase price
5. Purchase Price and Payment: Details of consideration, payment method, timing, and any adjustments
6. Conditions Precedent: Required conditions to be satisfied before completion, including regulatory approvals
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business
8. Completion: Mechanics of closing, including deliverables and timing
9. Seller's Warranties: Standard and specific warranties regarding the company, business, and sold interests
10. Purchaser's Warranties: Warranties from the purchaser, including capacity and authority to purchase
11. Limitations on Liability: Scope and limitations of warranties and indemnities
12. Confidentiality: Obligations regarding transaction and business information confidentiality
13. Announcements: Requirements for public statements about the transaction
14. Further Assurance: Obligations to take additional steps to give effect to the agreement
15. Notices: Process for formal communications between parties
16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.
1. Tag-Along Rights: Include when minority interests need protection in future sales
2. Drag-Along Rights: Include when majority stakeholder wants right to force minority participation in future sale
3. Non-Competition: Include when seller should be restricted from competing post-sale
4. Earnout Provisions: Include when part of purchase price is contingent on future performance
5. Employee Matters: Include when transaction affects key employees or employment arrangements
6. Intellectual Property: Include when IP assets are material to the business
7. Tax Covenant: Include when specific tax arrangements or indemnities are required
8. Transitional Services: Include when seller needs to provide post-completion support
1. Company Information: Details of the Company including registration, licenses, and corporate documents
2. Membership Interests: Complete breakdown of pre and post-sale ownership structure
3. Purchase Price Calculation: Detailed methodology for calculating final purchase price
4. Warranties: Detailed seller's warranties about the business and company
5. Properties: List of company's real estate assets and leases
6. Material Contracts: Key business and operational agreements
7. Intellectual Property: Schedule of IP rights and registrations
8. Completion Deliverables: List of documents and items to be delivered at completion
9. Required Consents: List of third-party and regulatory approvals needed
10. Disclosed Matters: Disclosure schedule qualifying the warranties
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