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Business Buyout Agreement for United Arab Emirates

Business Buyout Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that outlines the terms and conditions for the purchase and sale of a business or its assets. This agreement is structured to comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant UAE regulations, incorporating specific provisions for business transfers in the UAE market. The document details the purchase price, payment terms, warranties, representations, pre and post-completion obligations, and includes necessary provisions for regulatory compliance, including any required ministerial or government authority approvals.

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What is a Business Buyout Agreement?

The Business Buyout Agreement is a crucial document used in the UAE business environment when one party intends to acquire ownership of another business entity or its assets. This document is essential for transactions governed by UAE law and must comply with Federal Law No. 32 of 2021 and other relevant UAE regulations. It is typically used in scenarios ranging from complete business acquisitions to partial buyouts, carefully structured to address UAE-specific requirements such as foreign ownership restrictions, free zone regulations, and local commercial laws. The agreement comprehensively covers all aspects of the transaction, including detailed provisions for purchase price, transfer of assets, liabilities, employees, and necessary regulatory approvals, while ensuring compliance with UAE's legal framework and business practices.

What sections should be included in a Business Buyout Agreement?

1. Parties: Identifies and provides full details of the buyer(s) and seller(s), including their legal status and registration details

2. Background: Sets out the context of the transaction, including brief description of the business and the parties' intention to enter into the buyout transaction

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Sale and Purchase: Details the assets, shares, or business components being transferred and the nature of the transaction

5. Purchase Price: Specifies the agreed purchase price, payment structure, and any adjustments

6. Completion: Sets out the completion mechanics, timing, and requirements for closing the transaction

7. Seller's Warranties: Contains warranties regarding the business, its assets, liabilities, and operations

8. Buyer's Warranties: Contains warranties from the buyer regarding their capacity and authority to enter into the transaction

9. Pre-Completion Obligations: Outlines the parties' obligations between signing and completion

10. Post-Completion Obligations: Details obligations after completion, including transition arrangements

11. Confidentiality: Provisions regarding the confidential treatment of business information and transaction details

12. Non-Competition: Restrictions on the seller's ability to compete with the business post-completion

13. Governing Law and Jurisdiction: Specifies UAE law as governing law and determines jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions

What sections are optional to include in a Business Buyout Agreement?

1. Earn-Out Provisions: Used when part of the purchase price is contingent on future performance metrics

2. Employee Matters: Required when specific arrangements for employees are needed post-completion

3. Intellectual Property Assignment: Necessary when significant IP assets are involved in the transaction

4. Real Estate Provisions: Required when the business owns or leases significant real estate assets

5. Environmental Matters: Important for businesses with environmental impacts or compliance requirements

6. Tax Covenants: Detailed tax-related provisions when significant tax implications exist

7. Shareholder Approval: Required when the transaction needs specific shareholder approval procedures

8. Free Zone Requirements: Necessary when the business operates within a UAE free zone

9. Islamic Finance Provisions: Required when the transaction involves Sharia-compliant financing

What schedules should be included in a Business Buyout Agreement?

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Financial Statements: Recent financial statements of the business

4. Property Schedule: Details of owned and leased properties

5. Intellectual Property Schedule: List of all IP rights owned or used by the business

6. Material Contracts: List and copies of key business contracts

7. Employee Information: Details of employees, including terms of employment

8. Permits and Licenses: List of all business permits, licenses and regulatory approvals

9. Completion Obligations: Detailed list of actions required at completion

10. Warranty Limitations: Specific limitations and exceptions to the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions








































Clauses



































Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Trading

Financial Services

Logistics

Education

Media and Entertainment

Food and Beverage

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Strategy

Executive Leadership

Business Development

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Director

Corporate Lawyer

Legal Counsel

Finance Director

Company Secretary

Compliance Officer

Mergers & Acquisitions Manager

Investment Manager

Business Owner

Commercial Director

Risk Manager

Strategy Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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