The Business Buy And Sell Agreement is a crucial legal document used in Irish business transactions when one party wishes to sell their business and another party intends to purchase it. This agreement is essential for both asset sales and share transfers, providing a comprehensive framework for the transaction under Irish law. It addresses key aspects such as asset valuation, purchase price mechanics, warranties and indemnities, employee transfers, and regulatory compliance. The document is particularly important as it needs to comply with various Irish legislative requirements, including the Companies Act 2014, tax regulations, and employment law. It serves as the primary reference point for all parties involved in the transaction, documenting their rights, obligations, and the agreed terms of the business transfer. The agreement should be tailored to reflect specific circumstances such as industry regulations, size of the business, and whether the transaction triggers competition law considerations.
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1. Parties: Identifies and defines the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Describes the business being sold and outlines the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties: Seller's warranties about the business, assets, and liabilities
10. Limitations on Seller's Liability: Limits and exclusions to the Seller's warranty obligations
11. Tax Covenants: Specific provisions regarding tax liabilities and indemnities
12. Confidentiality: Obligations regarding confidential information and announcements
13. Non-Competition: Restrictions on Seller's future competitive activities
14. Further Assurance: Obligations to take additional actions necessary to effect the transaction
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Employee Matters: Detailed provisions regarding the transfer of employees - include when employees are transferring with the business
2. Intellectual Property: Specific provisions for IP transfer and protection - include when IP is a significant asset
3. Property: Detailed provisions regarding business premises - include when real property is part of the sale
4. Data Protection: Specific GDPR compliance provisions - include when significant personal data is involved
5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Bank Guarantees: Details of any bank guarantees - include when required for purchase price security
8. Transitional Services: Arrangements for post-completion services - include when Seller will provide ongoing support
1. Schedule 1 - Business Assets: Detailed list of all 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 property included in the sale
4. Schedule 4 - Intellectual Property: List of all IP rights including registrations and applications
5. Schedule 5 - Employees: List of transferring employees and their key employment terms
6. Schedule 6 - Material Contracts: List of key business contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the Seller
8. Schedule 8 - Tax Covenant: Detailed tax indemnity provisions
9. Schedule 9 - Completion Obligations: Detailed list of completion deliverables
10. Appendix 1 - Completion Accounts: Pro forma completion accounts and adjustment mechanisms
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Technology
Healthcare
Hospitality
Construction
Real Estate
Distribution
Financial Services
Agriculture
Transportation
Education
Entertainment
Energy
Relevant Teams
Legal
Finance
Executive Leadership
Corporate Development
Human Resources
Operations
Tax
Compliance
Risk Management
Business Development
Commercial
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Commercial Director
Business Development Director
Finance Director
Company Secretary
Tax Director
Operations Director
Human Resources Director
Mergers & Acquisitions Manager
Risk Manager
Compliance Officer
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