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The Sale of Equity Agreement is a crucial document used when transferring ownership of shares or equity interests in a company under Irish law. It is typically employed in scenarios ranging from small private company transactions to complex corporate restructurings. The agreement comprehensively covers all aspects of the share sale, including detailed provisions on purchase price, payment mechanisms, warranties, indemnities, and completion procedures. It must comply with Irish corporate law requirements, particularly the Companies Act 2014, and address relevant tax implications under Irish tax legislation. The document serves to protect both sellers' and buyers' interests while ensuring regulatory compliance and providing a clear framework for the transaction's execution. Essential elements include representations about the company's status, financial position, and potential liabilities, making it a fundamental tool in Irish corporate transactions.

1. Parties: Identifies and defines the Seller(s) and Buyer(s) of the equity

2. Background: Sets out the context of the transaction, including details of the Company whose shares are being sold

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

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Consideration: Details of the purchase price, payment terms, and any adjustments

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

7. Pre-Completion Obligations: Actions required of each party between signing and completion

8. Completion: Mechanics of the completion process, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the shares, company, and business

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

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

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

15. Assignment: Restrictions on assigning rights under the agreement

16. Notices: Process for giving formal notices under the agreement

17. General Provisions: Standard boilerplate provisions including entire agreement, variations, and severability

18. Governing Law and Jurisdiction: Confirms Irish law as governing law and Irish courts' jurisdiction