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Business Asset Sale Agreement for Ireland

Business Asset Sale Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that facilitates the transfer of business assets from one entity to another. This document outlines the terms and conditions of the sale, including the identification of specific assets being transferred, purchase price and payment terms, warranties and representations, employee matters under TUPE regulations, tax implications, and post-completion obligations. It incorporates relevant provisions from Irish company law, tax legislation, and property law where applicable, while ensuring compliance with data protection and competition laws.

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Business Asset Sale Agreement

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What is a Business Asset Sale Agreement?

The Business Asset Sale Agreement is a crucial document used in Irish corporate transactions when a business wishes to sell specific assets rather than shares in the company. This agreement is particularly relevant when parties prefer to cherry-pick specific assets and liabilities rather than acquire an entire corporate entity. The document comprehensively addresses all aspects of the asset transfer, including detailed asset descriptions, valuation mechanisms, risk allocation through warranties and indemnities, and compliance with Irish regulatory requirements. It's essential for transactions ranging from small business sales to complex corporate restructurings, incorporating necessary provisions for TUPE regulations, tax implications, and specific requirements for transferring different types of assets under Irish law.

What sections should be included in a Business Asset Sale Agreement?

1. Parties: Identification of seller and buyer, including registered addresses and company numbers

2. Background: Context of the transaction, brief description of the business and assets being sold

3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms including what is being sold and excluded

5. Purchase Price: Amount, payment terms, adjustments, and completion accounts mechanics

6. Completion: Timing, location, and mechanics of completion, including deliverables

7. Warranties: Seller's warranties regarding the business and assets being sold

8. Limitations on Seller's Liability: Caps, time limits, and other restrictions on warranty claims

9. Tax Covenant: Tax indemnities and allocation of tax liabilities

10. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public statements

11. Employee Matters: Treatment of employees, TUPE provisions, and related obligations

12. Further Assurance: Obligations to execute further documents and take additional steps if needed

13. Notices: Process and requirements for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

What sections are optional to include in a Business Asset Sale Agreement?

1. Intellectual Property Assignment: Detailed provisions for IP transfer, used when significant IP assets are involved

2. Property Provisions: Specific provisions for real estate transfer, required when property assets are included

3. Environmental Matters: Environmental warranties and indemnities, needed for businesses with environmental risks

4. Data Protection: Specific provisions for personal data transfer, required when significant customer/employee data is involved

5. Non-Competition Covenants: Restrictions on seller's future activities, used when protecting goodwill is crucial

6. Transitional Services: Terms for post-completion services provided by seller, needed for complex separations

7. Deferred Consideration: Provisions for earn-outs or other deferred payments, used when price includes future elements

8. Third Party Consents: Process for obtaining required consents, needed when key contracts/licenses require consent to transfer

What schedules should be included in a Business Asset Sale Agreement?

1. Schedule 1 - Assets: Detailed list of assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any real estate assets included in the sale

4. Schedule 4 - Intellectual Property: List of patents, trademarks, copyrights, and other IP being transferred

5. Schedule 5 - Employees: List of transferring employees and their key employment terms

6. Schedule 6 - Warranties: Detailed warranties given by the seller

7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions

8. Schedule 8 - Completion Deliverables: List of documents and items to be delivered at completion

9. Schedule 9 - Contracts: List of business contracts being transferred

10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts

11. Appendix 2 - Property Transfer Documents: Forms of transfer documents for any real estate

12. Appendix 3 - IP Assignment Documents: Forms of IP assignment documents

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

Contract to Sell

Cost

Free to use
Relevant legal definitions


















































Clauses








































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Energy

Transportation

Agriculture

Education

Financial Services

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Operations

Risk & Compliance

Property

Commercial

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Finance Director

Managing Director

Operations Director

Tax Manager

HR Director

Commercial Director

Business Development Manager

Company Secretary

Risk Manager

Compliance Officer

Asset Manager

Property Manager

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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