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1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration details if companies
2. Background: Context of the transaction and brief description of the parties' intention to enter into the sale and purchase arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement of the seller to sell and the purchaser to buy the specified assets/goods
5. Purchase Price: Details of the purchase price, payment terms, and payment method
6. Conditions Precedent: Any conditions that must be satisfied before completion of the sale
7. Completion: Details of when, where and how completion will take place, including delivery arrangements
8. Seller's Warranties: Warranties given by the seller regarding the goods/assets being sold
9. Purchaser's Warranties: Warranties given by the purchaser, including capacity to enter into the agreement
10. Title and Risk: When title passes to the purchaser and provisions regarding risk transfer
11. Termination: Circumstances under which the agreement can be terminated and consequences of termination
12. Governing Law and Jurisdiction: Confirmation of UAE law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-Money Laundering Provisions: Required when transaction value exceeds certain thresholds or involves international parties
2. Import/Export Requirements: Necessary for international sales requiring customs clearance or permits
3. Intellectual Property Rights: Required when the sale includes intellectual property or licensing rights
4. Security Arrangements: Used when payment is deferred or security is required for performance
5. Tax Provisions: Detailed tax arrangements, particularly relevant for high-value or cross-border transactions
6. Force Majeure: Optional but recommended for sales with extended delivery periods or international elements
7. Confidentiality: Required when sensitive commercial information is involved
8. Assignment Rights: Include when either party may need to transfer rights under the agreement
1. Schedule 1 - Asset Description: Detailed description of goods/assets being sold including specifications, quantity, and quality standards
2. Schedule 2 - Purchase Price Breakdown: Itemized breakdown of the purchase price if multiple items or components are involved
3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and logistics arrangements
4. Schedule 4 - Form of Transfer Documents: Templates of documents required for transferring title
5. Schedule 5 - Required Consents: List of regulatory or third-party consents required
6. Appendix A - Technical Specifications: Detailed technical specifications of goods/assets
7. Appendix B - Compliance Certificates: Copies of relevant compliance certificates or regulatory approvals
8. Appendix C - Due Diligence Documents: List or copies of due diligence documents provided
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