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The Business Sale Contract is a crucial document used in Saudi Arabia when transferring ownership of a business entity from one party to another. It serves as the primary legal instrument documenting the terms and conditions of the sale, including asset transfers, liability allocations, and ongoing obligations. This document must comply with Saudi Arabian commercial laws, including the Commercial Court Law, Companies Law, and relevant regulatory requirements, while adhering to Sharia principles. It is particularly important in ensuring proper documentation for commercial registration authorities, tax purposes, and regulatory compliance. The contract typically includes detailed provisions covering everything from purchase price and payment terms to employee transfers and business licenses, making it essential for any business acquisition or sale within the Saudi Arabian jurisdiction.

1. Parties: Identification of the seller and buyer, including full legal names, commercial registration numbers, and authorized representatives

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

3. Definitions: Detailed definitions of terms used throughout the agreement, including Arabic legal terms where relevant

4. Sale and Purchase: Core transaction terms including the business assets being transferred and consideration

5. Purchase Price and Payment: Detailed breakdown of the purchase price, payment terms, and payment mechanisms (ensuring Sharia compliance)

6. Completion: Requirements and conditions for completion of the sale, including timing and procedural requirements

7. Assets and Liabilities: Detailed description of assets being transferred and treatment of liabilities

8. Seller's Warranties: Comprehensive warranties regarding the business, assets, employees, and compliance with Saudi laws

9. Buyer's Warranties: Warranties from the buyer regarding authority, capacity, and funding

10. Employee Matters: Treatment of employees under Saudi Labor Law, including transfer of employment contracts

11. Commercial Registration: Provisions for transfer of commercial registration and licenses under Saudi law

12. Confidentiality: Confidentiality obligations of all parties

13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction of Saudi courts

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses adapted for Saudi law requirements