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The Sale and Purchase Agreement is a crucial legal document used in commercial transactions under Irish law when one party wishes to sell and another to purchase assets, shares, or an entire business. This document is essential for both large corporate transactions and smaller business sales, providing a legally binding framework that protects both parties' interests. It includes detailed provisions covering the sale price, payment mechanisms, warranties about the business or assets, tax provisions, and completion mechanics. The agreement must comply with Irish legislation including the Sale of Goods Act, Contract Law Act, and relevant EU regulations. It's particularly important as it creates certainty around the transaction terms and helps prevent future disputes by clearly documenting all aspects of the deal.

1. Parties: Identifies and provides full details of the seller and purchaser, including registered addresses and company numbers if applicable

2. Background: Sets out the context of the transaction and basic information about the subject matter of the sale

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

4. Sale and Purchase: Core transaction terms including the asset/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 parties must take between signing and completion

8. Completion: Details of when, where and how completion will take place

9. Warranties: Seller's warranties about the subject matter of the sale

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

11. Tax Covenants: Provisions dealing with tax liabilities and indemnities

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public statements about the transaction

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

15. Notices: How formal notices under the agreement must be given

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

17. Governing Law and Jurisdiction: Confirms Irish law governs and Irish courts have jurisdiction