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Conditional Purchase Agreement for United Arab Emirates

Conditional Purchase Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that establishes the terms and conditions for a purchase transaction where the completion is subject to specific conditions being satisfied. The agreement is structured in accordance with UAE Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993), incorporating necessary provisions for conditional sales while ensuring compliance with local regulatory requirements. It details the subject matter of the purchase, conditions precedent, timeframes, parties' obligations, and completion mechanisms, providing a legally robust framework for conditional commercial transactions in the UAE jurisdiction.

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What is a Conditional Purchase Agreement?

The Conditional Purchase Agreement is a sophisticated legal instrument used in the United Arab Emirates for transactions where the purchase completion is contingent upon fulfillment of specific conditions. This document type is particularly crucial in the UAE business environment, where complex commercial transactions often require careful structuring to comply with local laws and regulations. The agreement typically includes detailed provisions covering the conditional elements of the purchase, protection mechanisms for both parties, and specific requirements under UAE law. It is commonly used in various scenarios such as property acquisitions, business purchases, or asset transfers where certain conditions must be met before the transaction can be completed. The document must align with UAE Civil Code requirements and may need to consider additional regulations depending on the transaction type and whether it involves free zone entities. The Conditional Purchase Agreement serves as a critical tool for businesses operating in the UAE to structure their conditional transactions while ensuring legal compliance and protection of all parties' interests.

What sections should be included in a Conditional Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration details

2. Background: Context of the transaction and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the goods or property being purchased

5. Purchase Price: The agreed purchase price and payment terms

6. Conditions Precedent: Specific conditions that must be satisfied before the purchase becomes binding

7. Timeline for Satisfaction: Deadlines and timeframes for meeting the conditions precedent

8. Seller's Representations and Warranties: Statements of fact and guarantees provided by the seller regarding the subject matter

9. Purchaser's Representations and Warranties: Statements of fact and guarantees provided by the purchaser

10. Rights and Obligations: Detailed responsibilities of each party during the conditional period

11. Completion: Process and requirements for completing the purchase once conditions are satisfied

12. Termination: Circumstances under which the agreement may be terminated and consequences

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. Notices: Process and requirements for formal communications between parties

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

What sections are optional to include in a Conditional Purchase Agreement?

1. Financing Conditions: Include when purchase is subject to obtaining financing or specific payment arrangements

2. Due Diligence: Include when purchaser requires a due diligence period before confirmation

3. Regulatory Approvals: Include when transaction requires specific regulatory or government approvals

4. Intellectual Property: Include when purchase involves IP rights or licenses

5. Employee Matters: Include when purchase involves transfer of employees or employment obligations

6. Environmental Compliance: Include when purchase involves assets with environmental considerations

7. Third Party Consents: Include when completion requires consents from third parties

8. Tax Provisions: Include when specific tax arrangements or considerations apply

9. Force Majeure: Include when specific provisions for unforeseen circumstances are needed

10. Confidentiality: Include when transaction involves sensitive information exchange

What schedules should be included in a Conditional Purchase Agreement?

1. Schedule 1 - Asset Description: Detailed technical specifications or description of the purchase subject matter

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components and calculations

3. Schedule 3 - Conditions Precedent Checklist: List of all conditions and their status tracking

4. Schedule 4 - Completion Checklist: List of actions and documents required at completion

5. Schedule 5 - Form of Notices: Template forms for various notices under the agreement

6. Appendix A - Required Documents: List of all documents required from each party

7. Appendix B - Timeline: Detailed timeline for satisfaction of conditions and completion

8. Appendix C - Due Diligence Requirements: Specific requirements and checklist for due diligence if applicable

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

Real Estate

Manufacturing

Retail

Technology

Financial Services

Energy

Healthcare

Automotive

Industrial Equipment

Construction

Hospitality

Trading and Distribution

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Commercial

Compliance

Procurement

Risk Management

Operations

Business Development

Corporate Affairs

Investment

Project Management

Relevant Roles

Legal Counsel

Commercial Director

Chief Financial Officer

Business Development Manager

Compliance Officer

Contract Manager

Procurement Manager

Risk Manager

Operations Director

Chief Executive Officer

Investment Manager

Project Manager

Finance Manager

General Counsel

Company Secretary

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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