The Asset Acquisition Agreement is a fundamental document used in Irish business transactions where one party wishes to acquire specific assets from another party without purchasing the entire company. This agreement is particularly vital when businesses are restructuring, divesting non-core assets, or strategically acquiring specific business components. The document must comply with Irish legal requirements, including the Companies Act 2014, Sale of Goods Act, and relevant tax legislation. It typically includes detailed schedules of assets, warranties, indemnities, and specific provisions governing the transfer of different types of assets such as real estate, intellectual property, or equipment. The agreement's structure and content are designed to protect both parties' interests while ensuring a clear and legally compliant transfer of assets under Irish law.
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1. Parties: Identifies and provides full legal details of the seller and purchaser
2. Background: Sets out the context of the transaction and basic information about the assets being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Core agreement to sell and purchase the assets, including the scope of assets and any excluded assets
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Sets out what the parties must do or must not do between signing and completion
8. Completion: Details the completion mechanics, timing, and deliverables
9. Warranties: Seller's warranties regarding the assets, business, and authority to sell
10. Limitations on Liability: Limits on the seller's liability under the warranties and general limitations
11. Tax Covenant: Provisions dealing with tax liabilities and indemnities
12. Post-Completion Obligations: Ongoing obligations after completion, including assistance with transitions
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Requirements for public announcements about the transaction
15. General Provisions: Standard boilerplate clauses including notices, entire agreement, governing law
1. Employee Provisions: Required when the transaction involves transfer of employees under TUPE regulations
2. Intellectual Property Assignment: Detailed provisions for IP transfer when significant IP assets are involved
3. Property Provisions: Specific provisions when real estate assets are being transferred
4. Environmental Provisions: Required when the assets include industrial properties or businesses with environmental risks
5. Data Protection: Required when personal data is part of the transferred assets
6. Competition Compliance: Required when the transaction requires competition authority approval
7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
8. Transitional Services: Required when the seller will provide services to the buyer post-completion
9. Non-Compete Provisions: Used to restrict seller's competing activities post-completion
1. Assets Schedule: Detailed list and description of all assets being transferred
2. Excluded Assets Schedule: List of specific assets excluded from the transfer
3. Properties Schedule: Details of any real estate assets included in the transfer
4. Intellectual Property Schedule: List of all IP rights being transferred
5. Contracts Schedule: List of contracts being transferred or assigned
6. Employees Schedule: Details of transferring employees and their terms
7. Completion Deliverables: List of all documents and items to be delivered at completion
8. Warranties Schedule: Detailed warranties given by the seller
9. Tax Covenant: Detailed tax covenant provisions and mechanisms
10. Form of Transfer Documents: Templates of specific transfer documents required for completion
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