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Buyout Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Buyout Agreement is a crucial document used in Irish business acquisitions when one party wishes to purchase either the assets or shares of a business from another party. This comprehensive agreement is essential for documenting the complete transaction terms, protecting both parties' interests, and ensuring compliance with Irish corporate law, particularly the Companies Act 2014. The document is typically prepared following initial negotiations and due diligence, incorporating detailed provisions about the purchase price, payment mechanisms, warranties, indemnities, and various conditions precedent to completion. It addresses key aspects such as employee transfers, asset ownership, intellectual property rights, and ongoing obligations. The agreement must be carefully drafted to account for specific Irish legal requirements regarding company transfers, taxation implications, and employment law considerations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Agriculture

Energy

Transportation

Hospitality

Media and Entertainment

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Human Resources

Tax

Compliance

Risk Management

Operations

Relevant Roles

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

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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