SALE AGREEMENT
THE PARTIES: This Agreement (“Agreement”) made on ______________________, 20____,
is between CRAIG BAKER with a mailing address of ______________________, City of
______________________, State of ________ (“The Vendor”) and CYANA TECHNICAL
SERVICES LLC with a mailing address of ______________________, City of
______________________, State of ______________________ (“Purchaser”) both of whom
agree as follows:
Whereas:
A) The Vendor is the legal and beneficial owner of the Sale Shares ,60% of the shares.
B) The Vendor is desirous of selling and transferring the Sale Shares to the Purchaser and the
Purchaser is desirous of purchasing and accepting the transfer of the Sale Shares subject to the
terms and conditions herein.
AGREEMENT
1. SALE AND PURCHASE
Subject to the terms and conditions of this Agreement the Vendor shall sell and transfer
to the Purchaser, the Sale Shares free from all Encumbrances and together with all rights
and benefits attaching thereto and the Purchaser shall purchase and accept the transfer of
the Sale Shares from the Vendor free from all Encumbrances and together with all rights
and benefits attaching thereto.
2. DUE DILIGENCE
The Purchaser hereby confirms that it had prior to the date of this Agreement conducted
financial and legal due diligence investigations on the Group and is satisfied with the due
diligence findings. The Vendor hereby confirms that it had prior to the date of this
Agreement conducted financial and legal due diligence investigations on the Purchaser
and is satisfied with the due diligence findings.
3. CONSIDERATION
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The consideration for the sale, purchase and transfer of the Sale Shares (“Purchase
Consideration”) shall be based on the aggregate of 400000/-AED for the total of value
of shares for purchase that amount to 60%
4. PAYMENT TERMS
For the purchase consideration, 350,00/-AED is to paid before 31 st October 2022 and
50,000/-AED to be paid on 31 st of January 2023.
5. COMPLETION
Completion shall take place on or before the date which is seven (7) Business Days from
the Relevant Date any other date agreed in writing between the Parties at a place
mutually agreed by the Parties. The Stakeholder shall release the Transfer Documents to
the Purchaser and the Purchaser is hereby authorized to complete all blanks in and the
Purchaser shall execute the Transfer Documents, if the Transfer Documents are required
to be executed by the Purchaser.
6. INDEMNITY/WARRANTIES
Except as expressly provided in the Purchaser’s Warranties to the contrary and to the
extent that the Purchaser’s Warranties are qualified by information that has otherwise
been disclosed in writing to the Vendor or its agents or officers by the Purchaser, the
Purchaser gives the Purchaser’s Warranties in favor of the Vendor as at the date of this
Agreement and as at Completion. The Purchaser hereby warrants to the Vendor that the
information and statements set out in the Purchaser’s Warranties are true, accurate and
correct in all respects at the date of this Agreement and will continue to be so up to and
including Completion. To this effect, the Purchaser’s Warranties shall be deemed to be
repeated at Completion as if the same were made on Completion Date.
7. TERMINATION
If the Vendor or the purchaser breaches any of the material or fundamental terms or
conditions of this Agreement, the party shall give notice in writing to the other party
specifying the default or breach requiring the other party to remedy the said default or
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breach within fourteen (14) days of the receipt of such notice. If the party fails to remedy
the relevant default or breach within the said fourteen (14) days or such other time period
as the Parties may mutually agree in writing, the other party shall be entitled at their
absolute discretion: to terminate this Agreement by giving to the other party written
notice to such effect whereafter this Agreement shall be null and void and of no further
effect and neither Party hereto shall have any claim against the other Parties hereto in
respect of or in relation to this Agreement save in respect of any antecedent breach.
8. NOTICES
All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by
overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of
mailing.
9. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties
10. GOVERNING LAW
This Agreement is governed by the laws of Dubai and the parties irrevocably submit to
the exclusive jurisdiction of the courts of Dubai.
11. WAIVERS
No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
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performed by a Party shall give the other Party any contractual right by contractual right
or otherwise.
12. ENTIRE AGREEMENT
This Agreement is the entire agreement between the parties in respect of its subject
matter and supersedes all previous agreements with respect to its subject matter.
13. SUCCESSOR’S BOUND
This Agreement shall be binding on and shall ensure for the benefit of the successors and
permitted assigns of each of the parties hereto.
IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.
Vendor’s Signature __________________________ Date ________________
Name ____________________________
Purchaser’s Signature __________________________ Date ________________
Name ____________________________
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