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Sell And Buy Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Sell And Buy Agreement is a crucial legal document used in Irish commercial transactions to formalize the transfer of assets, shares, or businesses between parties. It is particularly relevant when significant value is being transferred and detailed terms need to be documented. The agreement should be used whenever there is a sale of substantial assets, a business, or shares, where parties need to clearly define their rights and obligations, document warranties and indemnities, and establish completion mechanics. Under Irish law, this agreement must comply with various legislation including the Sale of Goods Act, Consumer Protection Act, and other relevant statutes. The document typically includes detailed provisions about the subject matter of the sale, purchase price, payment terms, conditions precedent, warranties, and post-completion obligations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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Relevant Industries

Real Estate

Manufacturing

Retail

Technology

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Financial Services

Professional Services

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Media and Entertainment

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Relevant Teams

Legal

Finance

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Mergers & Acquisitions

Strategy

Risk

Compliance

Tax

Operations

Business Development

Relevant Roles

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

Industries










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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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