The Small Business Transfer Agreement is a vital legal document used in Ireland when transferring ownership of a small to medium-sized enterprise from one party to another. It is particularly relevant for business sales where the transaction involves the transfer of assets, employees, contracts, and operational responsibilities rather than just share transfers. This agreement is designed to comply with Irish legislation, including the Companies Act 2014, Transfer of Undertakings regulations, and relevant tax laws. It provides comprehensive coverage of all aspects of the business transfer, including purchase price mechanisms, warranties, employee provisions, and post-completion obligations. The document is structured to protect both parties' interests while ensuring a smooth transition of business ownership.
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1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Timing and mechanics of completion, including conditions precedent
7. Seller's Warranties: Standard warranties regarding business ownership, operations, and disclosed information
8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to enter into the agreement
9. Employee Matters: Treatment of employees and TUPE regulations
10. Business Assets: Detailed description of assets included in the sale
11. Liabilities: Assignment and assumption of liabilities
12. Post-Completion Obligations: Ongoing obligations after completion
13. Confidentiality: Confidentiality obligations of all parties
14. Governing Law and Jurisdiction: Confirmation of Irish law and jurisdiction
1. Intellectual Property: Detailed section for businesses with significant IP assets
2. Property Matters: Required when business premises are owned rather than leased
3. Environmental Matters: Necessary for businesses with environmental impacts or obligations
4. Data Protection: Expanded section for businesses processing significant personal data
5. Non-Competition: Restrictions on seller's future business activities
6. Earn-out Provisions: For deals involving performance-based additional payments
7. Tax Covenant: Detailed tax provisions for more complex transactions
8. Third Party Consents: When key contracts or licenses require consent for transfer
1. Schedule 1 - Business Assets: Detailed inventory of all tangible and intangible assets
2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule 3 - Employees: List of transferring employees and their key terms
4. Schedule 4 - Properties: Details of business premises and property rights
5. Schedule 5 - Contracts: List of business contracts being transferred
6. Schedule 6 - Intellectual Property: Details of all IP rights included in the sale
7. Schedule 7 - Warranties: Full list of seller's warranties
8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables
9. Appendix 1 - Completion Accounts: Pro forma completion accounts and adjustment mechanisms
10. Appendix 2 - Data Room Index: Index of due diligence materials provided
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