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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."
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
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
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
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Professional Services
Energy
Infrastructure
Consumer Goods
Industrial
Life Sciences
Agriculture
Transportation
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Due Diligence
Compliance
Risk Management
Tax
Treasury
Corporate Secretarial
Executive Leadership
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
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