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A Buy Sell Agreement For Small Business is a crucial legal document used in the United Arab Emirates when transferring ownership of a small business from a seller to a buyer. The agreement is essential for businesses operating under UAE jurisdiction, whether in mainland UAE or free zones, and must comply with Federal Law No. 32 of 2021 and other relevant commercial regulations. This document becomes necessary when a business owner wishes to sell their enterprise, during succession planning, or in partnership restructuring. It comprehensively covers the terms of sale, including asset transfer, valuation, payment terms, warranties, and specific UAE requirements such as trade license transfers and local sponsor arrangements. The agreement is particularly important given the UAE's unique business environment, which may involve local ownership requirements and specific regulatory approvals.

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, addresses, and registration details for corporate entities

2. Background: Context of the sale, brief description of the business, and purpose of the agreement

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

4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased

5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and payment method

6. Conditions Precedent: Conditions that must be met before the sale can complete, including regulatory approvals

7. Completion: Details of the completion process, timing, and actions required by each party

8. Seller's Warranties: Warranties regarding the business, assets, liabilities, and compliance with UAE laws

9. Buyer's Warranties: Warranties from the buyer regarding authority to purchase and financial capacity

10. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business operation requirements

11. Post-Completion Obligations: Actions required after completion, including handover procedures and transitional arrangements

12. Confidentiality: Provisions regarding confidential information and trade secrets

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability