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Business Sales Agreement
"I need a Business Sales Agreement for the sale of my manufacturing company based in Dublin to a German corporation, with completion scheduled for March 2025, including specific provisions for machinery assets and TUPE considerations for 50 employees."
1. Parties: Identifies and provides full legal details of the parties entering into the agreement
2. Background: Sets out the context and purpose of the agreement, including brief description of the business being sold
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Sale and Purchase: Core terms of the transaction, including what is being sold and the purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment methods
6. Completion: Requirements and process for completing the sale, including timing and deliverables
7. Seller's Warranties: Warranties provided by the seller regarding the business, assets, and liabilities
8. Seller's Covenants: Ongoing obligations of the seller, including non-compete and confidentiality provisions
9. Buyer's Warranties: Warranties provided by the buyer, including capacity to enter into the agreement
10. Assets and Liabilities: Detailed description of what is included and excluded from the sale
11. Employees: Treatment of employees and related obligations under TUPE regulations
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirms Irish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property: Required when the sale includes significant IP assets or licensing arrangements
2. Property Leases: Needed when the business involves leased premises requiring assignment or new arrangements
3. Environmental Matters: Important for businesses with environmental compliance obligations or risks
4. Data Protection: Required when the business processes significant personal data
5. Post-Completion Adjustments: Used when the purchase price may be adjusted based on completion accounts
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Tax Covenants: Detailed tax-related provisions when tax liabilities are a significant concern
8. Third Party Consents: Required when the sale requires specific third-party approvals or notifications
1. Schedule 1: 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 owned or leased by the business
4. Schedule 4: Intellectual Property Rights: List of all IP rights, registrations, and licenses
5. Schedule 5: Employee Information: Details of all employees, including terms of employment
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: Completion Deliverables: List of all documents and items to be delivered at completion
9. Appendix 1: Form of Transfer Documents: Templates for asset transfer documentation
10. Appendix 2: Completion Accounts Principles: Accounting principles for preparation of completion accounts
Authors
Retail
Manufacturing
Technology
Professional Services
Hospitality
Healthcare
Construction
Agriculture
Financial Services
Transport and Logistics
Real Estate
Energy
Telecommunications
Media and Entertainment
Legal
Finance
Corporate Development
Executive Leadership
Operations
Compliance
Risk Management
Business Development
Mergers & Acquisitions
Commercial
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Director
Company Secretary
Finance Director
Commercial Director
Operations Director
Mergers & Acquisitions Manager
Risk Manager
Compliance Officer
Business Owner
Corporate Development Manager
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