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Asset Purchase And Sale Agreement
"I need an Asset Purchase and Sale Agreement under Irish law for the purchase of manufacturing equipment and associated IP rights from a Dublin-based technology company, with completion scheduled for March 2025 and including provisions for employee transfers and post-completion technical support."
1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of the assets being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core agreement to sell and purchase the assets, including purchase price and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of both parties between signing and completion
7. Completion: Details of when, where and how completion will take place
8. Warranties: Seller's warranties regarding the assets and business
9. Limitations on Seller's Liability: Limitations on warranty claims and general liability
10. Tax Matters: Tax-related provisions, including responsibility for taxes and tax indemnities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Provisions regarding public announcements about the transaction
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Assignment: Restrictions on assignment of rights under the agreement
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate provisions including entire agreement, severability, etc.
17. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction for disputes
1. Employee Matters: Required if the transaction involves transfer of employees - addresses TUPE regulations and employee-related obligations
2. Intellectual Property Rights: Required if intellectual property assets are being transferred
3. Data Protection: Required if personal data is being transferred as part of the assets
4. Property Matters: Required for transactions involving real estate assets
5. Environmental Matters: Required for assets with environmental implications or risks
6. Competition Compliance: Required for larger transactions that may have competition law implications
7. Post-Completion Adjustments: Required if price adjustments based on completion accounts are contemplated
8. Non-Compete Provisions: Optional restrictions on seller's future business activities
9. Transitional Services: Required if seller will provide services to buyer post-completion
1. Schedule 1 - The Assets: Detailed description and listing of all assets being sold
2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule 3 - Warranties: Detailed warranties given by the seller
4. Schedule 4 - Limitation on Seller's Liability: Detailed provisions regarding limitations on claims
5. Schedule 5 - Properties: Details of any real estate assets included in the sale
6. Schedule 6 - Intellectual Property: List and details of intellectual property assets
7. Schedule 7 - Employees: Details of transferring employees and their terms
8. Schedule 8 - Completion Obligations: Detailed list of actions and deliverables required at completion
9. Schedule 9 - Form of Transfer Documents: Pro forma transfer documents to be executed at completion
10. Appendix 1 - Completion Accounts Principles: Accounting principles for preparation of completion accounts if relevant
Authors
Manufacturing
Technology
Real Estate
Retail
Healthcare
Financial Services
Professional Services
Energy
Transportation
Agriculture
Construction
Hospitality
Education
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Operations
Risk & Compliance
Tax
Business Development
Corporate Secretariat
Treasury
Commercial
Due Diligence
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Commercial Director
Finance Director
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Company Secretary
Asset Manager
Transaction Manager
Due Diligence Manager
Integration Manager
Corporate Development Director
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