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Sell And Buy Agreement
"I need a Sell And Buy Agreement under Irish law for the sale of a technology company's software assets and intellectual property, including customized warranties for software functionality and data protection compliance, with completion planned for March 2025."
1. Parties: Identifies and provides full details of the seller and buyer, including registered addresses and company numbers if applicable
2. Background: Provides context for the agreement and briefly describes the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out rules for interpretation
4. Sale and Purchase: Core transaction terms including the subject matter of sale and purchase obligations
5. Purchase Price: Specifies the purchase price, payment terms, and payment mechanism
6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Details the obligations of both parties between signing and completion
8. Completion: Specifies the completion date, location, and actions required at completion
9. Warranties: Standard warranties given by the seller regarding the subject matter of the sale
10. Limitations on Claims: Sets out limitations on warranty claims and other claims under the agreement
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Specifies how formal notices under the agreement should be given
13. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and variations
14. Governing Law and Jurisdiction: Confirms Irish law as governing law and Irish courts' jurisdiction
1. Tax Covenant: Include when specific tax arrangements or indemnities are required
2. Property Matters: Include when the sale involves real estate or leasehold property
3. Intellectual Property Rights: Include when the sale involves significant IP assets
4. Employee Matters: Include when the sale involves transfer of employees
5. Environmental Matters: Include when environmental liabilities are a significant concern
6. Data Protection: Include when personal data processing is involved in the transaction
7. Competition/Antitrust: Include when competition law clearances are required
8. Post-Completion Covenants: Include when specific post-completion obligations are needed
9. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
10. Break Fee: Include when parties agree to compensation if the deal fails to complete
1. Schedule 1 - Definitions: Detailed definitions used throughout the agreement
2. Schedule 2 - Details of the Sale Assets/Shares: Comprehensive description of what is being sold
3. Schedule 3 - Warranties: Full list of warranties given by the seller
4. Schedule 4 - Limitations on Claims: Detailed provisions regarding limitation of liability
5. Schedule 5 - Properties: Details of any properties included in the sale
6. Schedule 6 - Intellectual Property: List of all intellectual property included in the sale
7. Schedule 7 - Employees: Details of any employees being transferred
8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion
9. Appendix 1 - Form of Transfer Deed: Template for the transfer deed to be executed at completion
10. Appendix 2 - Disclosure Letter: Seller's disclosures against the warranties
Authors
Real Estate
Manufacturing
Retail
Technology
Healthcare
Financial Services
Professional Services
Energy
Agriculture
Construction
Hospitality
Transportation
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Risk
Compliance
Tax
Operations
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Commercial Director
Business Development Manager
Corporate Lawyer
Mergers & Acquisitions Lawyer
Finance Director
Company Secretary
Risk Manager
Compliance Officer
Transaction Manager
Head of Strategy
Investment Manager
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