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Private Equity Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Private Equity Purchase Agreement

"I need a Private Equity Purchase Agreement under Irish law for acquiring a majority stake in a technology company, with specific provisions for an earn-out mechanism based on 2025 performance targets and ongoing management retention arrangements."

Document background
The Private Equity Purchase Agreement is a sophisticated transaction document used when a private equity firm acquires a target company or business assets in Ireland. It serves as the primary transaction document in private equity deals, incorporating specific provisions required under Irish law and regulatory framework. The agreement is typically used in leveraged buyouts, growth capital investments, or other private equity transactions where detailed provisions regarding purchase price mechanisms, warranties, indemnities, and post-completion obligations are crucial. It must comply with the Companies Act 2014 and other relevant Irish legislation, while also addressing specific requirements of private equity investors such as warranty and indemnity protection, management arrangements, and financing conditions. The document is structured to protect both buyer and seller interests while facilitating efficient transaction execution within the Irish legal context.
Suggested Sections

1. Parties: Identification of buyer, seller(s), and any guarantors or other relevant parties

2. Background: Context of the transaction, including brief description of the target company and transaction purpose

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms including shares/assets being sold and basic purchase price structure

5. Consideration: Detailed terms of payment, including payment mechanics, adjustments, and any escrow arrangements

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the business, shares, and other key aspects

10. Limitations on Liability: Restrictions on warranty claims and general liability caps

11. Tax Covenant: Specific provisions relating to tax liabilities and indemnities

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications

13. Non-Competition and Non-Solicitation: Restrictive covenants protecting the business post-completion

14. Further Assurance: Obligations to take additional steps necessary to give effect to the agreement

15. Notices: Process for formal communications between parties

16. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability

17. Governing Law and Jurisdiction: Choice of Irish law and jurisdiction provisions

Optional Sections

1. Earn-out Provisions: Include when part of consideration is contingent on future performance

2. Vendor Financing: Include when seller is providing financing for part of purchase price

3. Management Arrangements: Include when key management are receiving special incentives or have specific obligations

4. Intellectual Property Rights: Detailed section needed when IP is a crucial asset

5. Real Estate Provisions: Include when property assets are material to the transaction

6. Environmental Provisions: Include for businesses with significant environmental risks or obligations

7. Data Protection: Detailed section needed when business processes significant personal data

8. Employee Matters: Detailed section needed when employment issues are material

9. Debt/Finance Arrangements: Include when transaction involves complex financing structures

10. Regulatory Compliance: Detailed section needed for heavily regulated businesses

Suggested Schedules

1. Schedule 1 - Details of the Company: Corporate information, share capital, and shareholding structure

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied pre-completion

3. Schedule 3 - Completion Obligations: Detailed list of completion deliverables and actions

4. Schedule 4 - Warranties: Full set of warranties given by the seller

5. Schedule 5 - Limitations on Liability: Detailed provisions regarding warranty claim limitations

6. Schedule 6 - Properties: Details of all real estate owned or leased

7. Schedule 7 - Intellectual Property: Details of all IP rights owned or licensed

8. Schedule 8 - Material Contracts: List and details of key commercial contracts

9. Schedule 9 - Employees: Details of employment terms, benefits, and schemes

10. Schedule 10 - Tax Covenant: Detailed tax indemnity provisions

11. Appendix 1 - Completion Accounts Principles: Accounting principles for completion accounts

12. Appendix 2 - Form of Resignation Letters: Template resignation letters for outgoing directors

13. Appendix 3 - Form of Board Resolutions: Template board resolutions for completion

14. Appendix 4 - Disclosure Letter: Formal disclosures against the warranties

Authors

Alex Denne

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

Relevant legal definitions



















































































Clauses

























































Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Professional Services

Energy

Infrastructure

Consumer Goods

Industrial

Life Sciences

Agriculture

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Due Diligence

Compliance

Risk Management

Tax

Treasury

Corporate Secretarial

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Private Equity Partner

Investment Director

Corporate Lawyer

Transaction Manager

Investment Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Finance Director

Company Secretary

Managing Director

Investment Analyst

Legal Counsel

Tax Director

M&A Director

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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