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Master Transfer Agreement
I need a Master Transfer Agreement governed by UAE law for transferring a portfolio of tech assets from our Dubai mainland company to our ADGM subsidiary, with completion planned for March 2025 and including specific provisions for software licenses and data protection compliance.
1. Parties: Identification of transferor and transferee with full legal names and addresses as required under UAE law
2. Background: Context of the transfer arrangement, relationship between parties, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules
4. Transfer and Consideration: Core transfer provisions, transfer mechanics, and consideration details
5. Conditions Precedent: Prerequisites that must be satisfied before the transfer becomes effective
6. Completion: Process and requirements for completing the transfer, including timing and mechanics
7. Representations and Warranties: Standard and specific warranties from both parties regarding the transfer
8. Pre-Completion Obligations: Obligations of both parties before completion of the transfer
9. Post-Completion Obligations: Continuing obligations after the transfer is completed
10. Liability and Indemnities: Allocation of risks and indemnification provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Regulatory Compliance: Required when transfer involves regulated assets or requires regulatory approvals
2. Tax Provisions: Detailed tax treatment when transfer has significant tax implications
3. Employee Matters: Required when transfer involves employment relationships or staff transfers
4. Intellectual Property: Specific provisions for transfers involving IP rights
5. Data Protection: Required when transfer involves personal data or database rights
6. Anti-corruption Compliance: Required for high-value transfers or government-related transactions
7. Force Majeure: Optional but recommended for long-term transfer arrangements
8. Transitional Services: Required when ongoing support is needed post-transfer
1. Schedule 1 - Transferred Assets: Detailed list and description of all assets being transferred
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer
3. Schedule 3 - Completion Requirements: Detailed checklist of completion deliverables and requirements
4. Schedule 4 - Form of Transfer Documents: Templates of subsidiary transfer documents required
5. Schedule 5 - Warranties: Detailed warranties specific to the transferred assets
6. Schedule 6 - Encumbrances: List of existing encumbrances on transferred assets
7. Schedule 7 - Required Consents: List of third-party and regulatory consents required
8. Appendix A - Power of Attorney: Form of power of attorney if required for transfer execution
9. Appendix B - Notice of Transfer: Template notices to be sent to relevant third parties
Authors
Financial Services
Real Estate
Manufacturing
Technology
Energy and Resources
Healthcare
Retail and Consumer
Transportation and Logistics
Telecommunications
Professional Services
Construction and Infrastructure
Hospitality and Tourism
Legal
Finance
Compliance
Risk Management
Corporate Development
Operations
Business Development
Project Management
Due Diligence
Integration
Treasury
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Transaction Manager
Compliance Officer
Risk Manager
Business Development Director
Integration Manager
Asset Manager
Company Secretary
Finance Director
Operations Director
Project Manager
Due Diligence Manager
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