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Buyout Agreement
"I need a Buyout Agreement under Irish law for the purchase of a mid-sized technology company, including specific provisions for intellectual property transfer and employee retention schemes, with completion planned for March 2025."
1. Parties: Identification of the seller(s), buyer(s), and any guarantors
2. Background: Context of the transaction, including description of the business and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Amount, payment terms, and any adjustments to the purchase price
6. Completion: Details of when and how the transaction will complete, including conditions precedent
7. Seller's Warranties: Warranties regarding the business, assets, and liabilities being transferred
8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the transaction
9. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims and general liability
10. Post-Completion Obligations: Actions required after completion, including transitional arrangements
11. Confidentiality: Obligations regarding confidential information and announcements
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. Employee Matters: Used when employees are transferring with the business, addressing TUPE regulations and employee-related warranties
2. Intellectual Property: Required when significant IP assets are involved in the transaction
3. Tax Covenant: Included when specific tax indemnities or arrangements are required
4. Non-Compete Provisions: Used when restrictions on the seller's future business activities are needed
5. Property Matters: Required when real estate assets are part of the transaction
6. Environmental Matters: Included when the business has significant environmental risks or obligations
7. Data Protection: Required when personal data processing is a significant aspect of the business
8. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
9. Bank Consent: Required when existing banking facilities need to be addressed
1. Schedule 1 - Details of the Business: Comprehensive description of the business being sold
2. Schedule 2 - Assets: Detailed list of assets included in the sale
3. Schedule 3 - Properties: Details of any real estate included in the transaction
4. Schedule 4 - Intellectual Property Rights: List of all IP rights being transferred
5. Schedule 5 - Employees: Details of transferring employees and their terms of employment
6. Schedule 6 - Material Contracts: List and details of key business contracts
7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion
8. Schedule 8 - Warranties: Full set of warranties given by the seller
9. Schedule 9 - Tax Covenant: Detailed tax indemnity provisions
10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts
11. Appendix 2 - Forms of Transfer Documents: Template transfer documents required at completion
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Construction
Agriculture
Energy
Transportation
Hospitality
Media and Entertainment
Education
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Human Resources
Tax
Compliance
Risk Management
Operations
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Business Development Director
Mergers & Acquisitions Manager
Company Secretary
Finance Director
Commercial Director
Risk Manager
Compliance Officer
Operations Director
Human Resources Director
Tax Director
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