The Sale of Business Contract is a crucial legal document used when transferring ownership of a business in Ireland, whether through a share sale or asset purchase. It is essential for transactions ranging from small business acquisitions to large corporate deals, providing a comprehensive framework that ensures legal compliance and protects all parties' interests. The contract must comply with Irish legislation including the Companies Act 2014, relevant tax laws, and employment regulations. It typically includes detailed provisions covering purchase price, warranties, indemnities, employee transfers, asset listings, and post-completion obligations. This document is fundamental to M&A transactions in Ireland and requires careful consideration of sector-specific regulations, competition law, and data protection requirements.
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1. Parties: Identifies and defines all parties to the agreement, including full legal names and registered addresses
2. Background: Provides context for the transaction and brief description of the business being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and any price adjustment mechanisms
6. Completion: Mechanics of closing the transaction, including timing, location, and actions required
7. Seller's Warranties: Standard warranties about the business, assets, and liabilities
8. Tax Covenants: Provisions dealing with tax liabilities and indemnities
9. Limitations on Seller's Liability: Restrictions on warranty claims and liability caps
10. Confidentiality: Obligations regarding transaction and business information confidentiality
11. Announcements: Requirements for public statements about the transaction
12. Post-Completion Obligations: Actions required after completion, including transition arrangements
13. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could compete with the business
2. Employee Matters: Specific provisions for staff transfers - include when employees are transferring
3. Property Provisions: Detailed real estate terms - include when business premises are owned rather than leased
4. Intellectual Property Assignment: Specific IP transfer provisions - include when significant IP assets exist
5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
6. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent on future performance
7. Bank Consent: Provisions regarding obtaining lender approval - include when business has significant banking facilities
8. Data Protection: Specific GDPR compliance provisions - include when significant personal data is involved
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Properties: Details of all real estate owned or leased by the business
3. Schedule 3 - Intellectual Property: List of all IP rights, registrations, and applications
4. Schedule 4 - Employees: List of all employees and their key employment terms
5. Schedule 5 - Material Contracts: Summary of key business contracts being transferred
6. Schedule 6 - Warranties: Detailed warranties about various aspects of the business
7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions
8. Schedule 8 - Completion Obligations: List of documents to be delivered and actions at completion
9. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts
10. Appendix 2 - Properties Information: Detailed information about property titles and leases
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