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LOI Purchase Agreement
I need an LOI Purchase Agreement under UAE law for acquiring a technology company based in Dubai, with a proposed purchase price of AED 50 million and an exclusivity period until March 2025, including specific provisions for intellectual property due diligence and employee retention.
1. Parties: Identification of all parties involved in the transaction, including full legal names, registration details, and addresses
2. Background: Context of the proposed transaction, including brief description of the parties and purpose of the LOI
3. Definitions: Key terms used throughout the document defined for clarity and consistency
4. Subject Matter: Clear description of the assets or business to be purchased
5. Purchase Price: Proposed purchase price and payment structure
6. Due Diligence: Framework for the buyer's due diligence process, including timeframes and access rights
7. Exclusivity: Terms of exclusive negotiation period, if applicable
8. Confidentiality: Obligations regarding confidential information exchanged during negotiations
9. Binding and Non-Binding Provisions: Clear distinction between which provisions are binding and non-binding
10. Timeline: Proposed timeline for completion of due diligence, negotiation, and execution of definitive agreements
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant jurisdiction for disputes
1. Break Fee: Include when parties agree to a fee payable if either party withdraws from negotiations under specific circumstances
2. Conditions Precedent: Include when there are specific conditions that must be met before proceeding with the transaction
3. Regulatory Approvals: Include when the transaction requires specific regulatory approvals or notifications
4. Employee Matters: Include when the purchase involves transfer of employees or workforce considerations
5. Intellectual Property: Include when the purchase involves significant IP assets or rights
6. Environmental Matters: Include when the purchase involves assets with environmental considerations or liabilities
7. Financing: Include when there are specific financing arrangements or conditions to be outlined
1. Asset Schedule: Preliminary list of assets to be included in the purchase
2. Due Diligence Requirements: Detailed list of documents and information required for due diligence
3. Timeline Schedule: Detailed timeline with key dates and milestones
4. Excluded Assets/Liabilities: List of specific assets or liabilities excluded from the proposed transaction
5. Key Terms Sheet: Summary of principal commercial terms for the proposed transaction
Authors
Real Estate
Manufacturing
Technology
Retail
Healthcare
Energy
Financial Services
Telecommunications
Hospitality
Construction
Automotive
Industrial
Consumer Goods
Professional Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Procurement
Risk Management
Compliance
Operations
Business Development
Commercial
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Business Development Manager
Procurement Manager
Corporate Development Director
Investment Manager
Managing Director
Head of Mergers & Acquisitions
Legal Counsel
Contract Manager
Risk Manager
Company Secretary
Operations Director
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