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The Small Business Asset Purchase Agreement is a crucial document used in Saudi Arabia when transferring ownership of business assets from one party to another. It is particularly relevant for small and medium-sized enterprises engaging in partial or complete business asset sales. The agreement must comply with Saudi Arabian commercial law, Sharia principles, and various regulatory requirements, including those set by the Ministry of Commerce and ZATCA. This document typically includes detailed provisions covering asset identification, valuation, transfer mechanics, warranties, and both pre- and post-completion obligations. It's essential for transactions involving tangible assets, intellectual property, contracts, and other business assets, while ensuring all necessary regulatory approvals and registrations are properly addressed. The agreement serves as a comprehensive framework for executing the transaction while protecting both parties' interests and ensuring compliance with local laws and regulations.

1. Parties: Identification of the Seller and Buyer, including full legal names, commercial registration numbers, and authorized representatives

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

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase of Assets: Description of assets being sold and confirmation of transfer

5. Purchase Price: Amount, payment terms, and payment mechanics in compliance with Sharia principles

6. Completion: Closing mechanics, timing, and deliverables

7. Seller's Warranties: Fundamental warranties regarding ownership, authority, and asset condition

8. Buyer's Warranties: Basic warranties regarding authority and ability to complete the purchase

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Post-Completion Obligations: Actions required after completion, including registration requirements

11. Liability and Indemnification: Scope of liability and indemnification obligations

12. Confidentiality: Obligations regarding transaction and business information confidentiality

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanism

15. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability