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An earn-out holds back part of the purchase price and pays it only if the business meets agreed targets after completion. It is not deferred consideration, which is fixed and does not depend on performance. In the UAE, enforceability turns on where the deal is governed: a clear formula is determinable under the Civil Code, while onshore a vague mechanism risks being an unenforceable agreement to agree, and DIFC or ADGM give common law certainty. This guide covers the distinction, enforceability, the covenants that protect the seller once the buyer controls the business, and how earn-out disputes are settled.

A development agreement is not a construction contract. A developer shares the project profit and controls the sale of units, which changes who carries the risk. UAE projects run through three models: a land sale, a profit-share development, or a development management arrangement. The profit-share model causes most disputes, because the landowner keeps title while the developer holds the RERA registration and the escrow. This guide covers the models, the registered-developer and escrow position, why profit cannot leave escrow early, and how a landowner protects itself.
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