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Business Sales Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Business Sales Agreement is a critical legal document used in Irish commercial transactions for the sale and purchase of businesses or substantial business assets. This agreement is essential when one company wishes to acquire another's business operations, assets, or shares under Irish jurisdiction. It encompasses crucial elements such as asset transfer, employee considerations under TUPE regulations, intellectual property rights, and compliance with Irish and EU commercial law. The document is particularly important as it provides legal certainty and protection for both parties, ensuring all aspects of the business transfer are properly documented and legally enforceable. It should be drafted in accordance with Irish contract law principles and relevant statutory requirements, including the Sale of Goods and Supply of Services Act 1980 and the Companies Act 2014.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
























































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Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Hospitality

Healthcare

Construction

Agriculture

Financial Services

Transport and Logistics

Real Estate

Energy

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Operations

Compliance

Risk Management

Business Development

Mergers & Acquisitions

Commercial

Relevant Roles

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

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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