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The Member Interest Purchase Agreement is a crucial document used in UAE business transactions for transferring ownership interests in limited liability companies and other corporate entities. It is specifically designed to comply with UAE Commercial Companies Law (Federal Decree-Law No. 32 of 2021) and related regulations, including foreign ownership rules and free zone requirements where applicable. This agreement is essential for documenting the terms of ownership transfer, protecting both buyers and sellers, ensuring regulatory compliance, and facilitating necessary governmental approvals. It typically includes detailed provisions for purchase price, payment mechanisms, warranties, conditions precedent, and completion requirements, all tailored to the UAE legal framework. The document is particularly important given the UAE's strict requirements for company ownership transfers and the need for various governmental approvals and registrations.

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company

2. Background: Context of the transaction, description of the Company and the membership interests being sold

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the interests being sold and purchase price

5. Purchase Price and Payment: Details of consideration, payment method, timing, and any adjustments

6. Conditions Precedent: Required conditions to be satisfied before completion, including regulatory approvals

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business

8. Completion: Mechanics of closing, including deliverables and timing

9. Seller's Warranties: Standard and specific warranties regarding the company, business, and sold interests

10. Purchaser's Warranties: Warranties from the purchaser, including capacity and authority to purchase

11. Limitations on Liability: Scope and limitations of warranties and indemnities

12. Confidentiality: Obligations regarding transaction and business information confidentiality

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Notices: Process for formal communications between parties

16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.