Business Asset Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Business Asset Purchase Agreement

"I need a Business Asset Purchase Agreement under Irish law for the sale of manufacturing equipment and associated IP rights from my technology company, with completion planned for March 2025 and including ongoing technical support provisions for 6 months post-completion."

Document background
The Business Asset Purchase Agreement is a fundamental document in Irish corporate transactions where one entity wishes to acquire specific assets of another business rather than purchasing shares. This agreement is commonly used when buyers want to cherry-pick particular assets while avoiding certain liabilities, or when purchasing assets from a larger business unit. It must comply with Irish law, including the Companies Act 2014, Transfer of Undertakings regulations, and various tax requirements. The document typically includes detailed schedules of assets, employee provisions, warranties, and specific completion mechanics. It's particularly important in restructuring scenarios, partial business sales, or when acquiring specific business units or asset collections.
Suggested Sections

1. Parties: Identification of the seller and buyer, including registered addresses and company numbers

2. Background: Context of the transaction, brief description of the business and assets being sold

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

4. Sale and Purchase: Core agreement to sell and purchase the assets, including scope of assets and excluded assets

5. Purchase Price: Purchase price, payment terms, and any adjustments

6. Completion: Timing and mechanics of completion, including conditions precedent

7. Seller's Warranties: Standard warranties regarding the assets, business, and seller's capacity

8. Buyer's Warranties: Basic warranties regarding buyer's capacity and authority

9. Tax Matters: Tax covenants, indemnities, and VAT treatment

10. Employees: TUPE provisions and employee-related matters

11. Restrictive Covenants: Non-compete and non-solicitation provisions

12. Confidentiality: Confidentiality obligations regarding the transaction and business information

13. Announcements: Provisions regarding public announcements about the transaction

14. General: Standard boilerplate provisions including notices, costs, and governing law

Optional Sections

1. Property: Required if business premises are being transferred as part of the assets

2. Intellectual Property: Detailed provisions for IP transfer if significant IP assets are involved

3. Data Protection: Extended provisions if significant personal data is being transferred

4. Transitional Services: Required if seller will provide ongoing services post-completion

5. Environmental Matters: Needed for businesses with environmental risks or compliance requirements

6. Pensions: Required if pension schemes are being transferred

7. Stock: Detailed provisions if significant inventory is part of the sale

8. Debt Collection: Provisions for collecting pre-completion receivables if included in the sale

Suggested Schedules

1. Assets Schedule: Detailed list of all assets being transferred

2. Excluded Assets Schedule: List of specific assets excluded from the sale

3. Properties Schedule: Details of any real estate being transferred

4. Intellectual Property Schedule: List of IP rights being transferred

5. Employee Schedule: List of transferring employees and their key terms

6. Contracts Schedule: List of business contracts being transferred

7. Completion Obligations: Detailed list of completion deliverables

8. Warranties Schedule: Detailed warranties regarding the business and assets

9. Tax Covenant: Detailed tax indemnity provisions

10. Form of Transfer Documents: Pro forma transfer documents for specific assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Manufacturing

Retail

Technology

Professional Services

Healthcare

Hospitality

Construction

Real Estate

Transportation

Energy

Agriculture

Financial Services

Media and Entertainment

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Operations

Risk & Compliance

Business Development

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Commercial Director

Managing Director

Finance Director

Corporate Lawyer

Legal Counsel

Business Development Manager

Operations Director

Company Secretary

Risk Manager

Tax Director

Merger & Acquisitions Manager

Due Diligence Specialist

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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