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Assignment Purchase Agreement for Ireland

Assignment Purchase Agreement Template for Ireland

A comprehensive legal document governed by Irish law that facilitates the transfer of rights, assets, or contractual positions from one party (the Assignor) to another (the Assignee) in exchange for agreed consideration. The agreement details the terms and conditions of the assignment, including warranties, representations, and completion mechanics, while ensuring compliance with Irish legal requirements and precedents. It includes provisions for payment terms, completion conditions, and any necessary third-party consents, incorporating relevant aspects of Irish contract law and specific sectoral regulations where applicable.

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What is a Assignment Purchase Agreement?

The Assignment Purchase Agreement is a crucial legal instrument used in Irish commercial transactions to effect the transfer of rights, assets, or contractual positions. This document type is particularly relevant when businesses need to transfer ownership of assets, rights, or contract positions in a clear and legally enforceable manner. The agreement, governed by Irish law, typically includes detailed provisions covering the nature of the assigned rights, purchase price, warranties, and completion mechanics. It's commonly used in various scenarios including business acquisitions, debt assignments, intellectual property transfers, and contract novations. The document must comply with Irish legal requirements, including the Statute of Frauds (Ireland) 1695, Sale of Goods Acts, and relevant EU regulations incorporated into Irish law. The agreement provides security for both parties by clearly documenting the terms of the assignment and ensuring all necessary consents and conditions are properly addressed.

What sections should be included in a Assignment Purchase Agreement?

1. Parties: Identifies and defines the parties to the agreement - typically the Assignor, Assignee, and any other relevant parties

2. Background: Sets out the context of the agreement, including the existence of the rights/assets being assigned and the parties' intention to enter into the assignment

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Assignment: Core provision detailing the assignment of rights/assets from Assignor to Assignee

5. Purchase Price: Specifies the consideration and payment terms for the assignment

6. Completion: Details the mechanics and timing of the completion process, including actions required by each party

7. Assignor's Warranties: Warranties given by the Assignor regarding ownership, right to assign, and status of the assigned rights/assets

8. Further Assurance: Obligation to execute further documents and take additional steps if needed to perfect the assignment

9. Notices: Specifies how formal notices under the agreement should be given and when they are deemed received

10. Governing Law and Jurisdiction: Specifies Irish law as governing law and Irish courts' jurisdiction

What sections are optional to include in a Assignment Purchase Agreement?

1. Conditions Precedent: Include when completion is conditional on certain events or approvals

2. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed

3. Confidentiality: Include when sensitive information is involved in the transaction

4. Non-Competition: Include when there's a need to restrict the Assignor's future activities

5. Third Party Consents: Include when the assignment requires consent from third parties

6. Security Provisions: Include when part of the purchase price is deferred or subject to security

7. Assignee's Warranties: Include when the Assignee needs to give specific warranties

8. Post-Completion Obligations: Include when specific actions are required after completion

9. Data Protection: Include when personal data is involved in the assigned rights/assets

What schedules should be included in a Assignment Purchase Agreement?

1. Schedule 1 - The Assets: Detailed description of the rights/assets being assigned

2. Schedule 2 - Assignor's Warranties: Full list of warranties given by the Assignor

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Form of Assignment Notice: Template notice to be sent to relevant third parties regarding the assignment

5. Schedule 5 - Existing Contracts: List of contracts related to the assigned rights/assets

6. Appendix 1 - Required Consents: List of third party consents required for the assignment

7. Appendix 2 - Completion Documents: Forms of ancillary documents to be executed at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Ireland

Publisher

Ƶ

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions














































Clauses





























Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Professional Services

Energy

Healthcare

Construction

Telecommunications

Retail

Infrastructure

Entertainment

Insurance

Transportation

Education

Relevant Teams

Legal

Finance

Commercial

Compliance

Risk Management

Operations

Corporate Secretariat

Business Development

Treasury

Mergers & Acquisitions

Relevant Roles

Legal Counsel

Commercial Director

Chief Financial Officer

Contract Manager

Business Development Manager

Corporate Lawyer

Finance Manager

Compliance Officer

Risk Manager

Operations Director

Company Secretary

Transaction Manager

Asset Manager

Portfolio Manager

Chief Legal Officer

Industries










Teams

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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