The Agreement To Purchase Business is a crucial legal document used in Ireland when one entity wishes to acquire another business, whether through an asset purchase or share transfer. This agreement is essential for transactions ranging from small business acquisitions to large corporate deals, providing a legally binding framework that protects both parties' interests. It must comply with Irish corporate law, including the Companies Act 2014, and typically incorporates provisions for due diligence findings, purchase price mechanisms, warranties, and post-completion obligations. The document is particularly important as it captures all negotiated terms and ensures smooth transfer of business ownership while addressing regulatory requirements, employee transfers, and liability allocations.
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1. Parties: Identification of the seller and buyer, including full legal names and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Purchase price, payment terms, adjustments, and any earn-out provisions
6. Completion: Completion mechanics, timing, and deliverables
7. Seller's Warranties: Standard warranties about the business, assets, and liabilities
8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
9. Limitations on Liability: Caps, time limits, and other limitations on warranty claims
10. Confidentiality: Obligations regarding confidential information
11. Post-Completion Obligations: Ongoing obligations after completion
12. Announcements: Rules for public announcements about the transaction
13. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Property: Required if the business owns/leases property being transferred
2. Intellectual Property: Required if significant IP assets are involved
3. Employee Matters: Required if employees are being transferred
4. Tax Covenant: Required for comprehensive tax protection
5. Non-Competition: Required if seller restrictions are needed
6. Data Protection: Required if significant personal data is involved
7. Debt and Security: Required if dealing with existing business debt
8. Environmental Matters: Required for businesses with environmental risks
9. Regulatory Compliance: Required for heavily regulated businesses
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets explicitly excluded from the sale
3. Properties: Details of owned/leased properties
4. Intellectual Property Rights: List of patents, trademarks, copyright materials
5. Employee Information: List of employees and their key terms
6. Material Contracts: Key business contracts being transferred
7. Financial Statements: Recent financial statements of the business
8. Completion Obligations: Detailed list of completion deliverables
9. Warranties: Full warranty schedule
10. Permitted Encumbrances: List of permitted liens/charges on assets
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