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Business Buy And Sell Agreement Template for Ireland

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Key Requirements PROMPT example:

Business Buy And Sell Agreement

"I need a Business Buy And Sell Agreement for the purchase of a medium-sized technology consulting company in Dublin, with specific provisions for protecting intellectual property rights and ensuring smooth transfer of ongoing client contracts, targeted for completion by March 2025."

Document background
The Business Buy And Sell Agreement is a crucial legal document used in Irish business transactions when one party wishes to sell their business and another party intends to purchase it. This agreement is essential for both asset sales and share transfers, providing a comprehensive framework for the transaction under Irish law. It addresses key aspects such as asset valuation, purchase price mechanics, warranties and indemnities, employee transfers, and regulatory compliance. The document is particularly important as it needs to comply with various Irish legislative requirements, including the Companies Act 2014, tax regulations, and employment law. It serves as the primary reference point for all parties involved in the transaction, documenting their rights, obligations, and the agreed terms of the business transfer. The agreement should be tailored to reflect specific circumstances such as industry regulations, size of the business, and whether the transaction triggers competition law considerations.
Suggested Sections

1. Parties: Identifies and defines the Seller(s) and Buyer(s) with full legal names and addresses

2. Background: Describes the business being sold and outlines the parties' intentions

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

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

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion

8. Completion: Details of the completion process, timing, and deliverables

9. Warranties: Seller's warranties about the business, assets, and liabilities

10. Limitations on Seller's Liability: Limits and exclusions to the Seller's warranty obligations

11. Tax Covenants: Specific provisions regarding tax liabilities and indemnities

12. Confidentiality: Obligations regarding confidential information and announcements

13. Non-Competition: Restrictions on Seller's future competitive activities

14. Further Assurance: Obligations to take additional actions necessary to effect the transaction

15. Notices: Process for giving formal notices under the agreement

16. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Employee Matters: Detailed provisions regarding the transfer of employees - include when employees are transferring with the business

2. Intellectual Property: Specific provisions for IP transfer and protection - include when IP is a significant asset

3. Property: Detailed provisions regarding business premises - include when real property is part of the sale

4. Data Protection: Specific GDPR compliance provisions - include when significant personal data is involved

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent

7. Bank Guarantees: Details of any bank guarantees - include when required for purchase price security

8. Transitional Services: Arrangements for post-completion services - include when Seller will provide ongoing support

Suggested Schedules

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights including registrations and applications

5. Schedule 5 - Employees: List of transferring employees and their key employment terms

6. Schedule 6 - Material Contracts: List of key business contracts being transferred

7. Schedule 7 - Warranties: Detailed warranties given by the Seller

8. Schedule 8 - Tax Covenant: Detailed tax indemnity provisions

9. Schedule 9 - Completion Obligations: Detailed list of completion deliverables

10. Appendix 1 - Completion Accounts: Pro forma completion accounts and adjustment mechanisms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses












































Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Healthcare

Hospitality

Construction

Real Estate

Distribution

Financial Services

Agriculture

Transportation

Education

Entertainment

Energy

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Development

Human Resources

Operations

Tax

Compliance

Risk Management

Business Development

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Commercial Director

Business Development Director

Finance Director

Company Secretary

Tax Director

Operations Director

Human Resources Director

Mergers & Acquisitions Manager

Risk Manager

Compliance Officer

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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