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Buy And Sell Agreement
"I need a Buy and Sell Agreement for the purchase of a small technology company in Dublin, including specific provisions for software license transfers and employee retention agreements, with completion planned for March 2025."
1. Parties: Identification and details of the buyer and seller, including registered addresses and company registration numbers if applicable
2. Background: Context of the transaction and brief description of the subject matter of the sale
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including description of assets/business being sold and purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment methods
6. Completion: Details of when and how the transfer of ownership will take place
7. Seller's Warranties: Warranties and representations made by the seller regarding the assets/business being sold
8. Buyer's Warranties: Warranties and representations made by the buyer, including ability to complete the purchase
9. Pre-Completion Obligations: Actions required from both parties before completion of the sale
10. Post-Completion Obligations: Actions required from both parties after completion of the sale
11. Confidentiality: Provisions regarding confidential information and its protection
12. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Intellectual Property Rights: Required when the sale involves transfer of intellectual property assets
2. Employee Matters: Needed when the sale involves transfer of employees or employment-related obligations
3. Real Estate: Required when the sale includes property or land transfers
4. Environmental Matters: Important when the sale involves assets with environmental implications or responsibilities
5. Tax Matters: Detailed tax provisions when complex tax implications are involved
6. Non-Compete Provisions: Required when restricting seller's future business activities
7. Transition Services: Needed when seller will provide post-sale support or services
8. Data Protection: Required when personal data or customer databases are part of the sale
1. Schedule 1 - Assets: Detailed list and description of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of any real estate or leasehold properties included in the sale
4. Schedule 4 - Intellectual Property: List and details of all intellectual property rights being transferred
5. Schedule 5 - Employees: List of employees and their employment terms if relevant
6. Schedule 6 - Contracts: List of contracts being transferred or assigned
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Requirements: Detailed list of documents and actions required at completion
9. Appendix A - Form of Transfer Documents: Templates of transfer documents to be used at completion
Authors
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Asset Transfer
Title and Risk
Due Diligence
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Tax Matters
VAT
Property Transfer
Assignment of Contracts
Indemnification
Liability Limitations
Force Majeure
Insurance
Record Keeping
Transition Services
Further Assurance
Notices
Data Protection
Environmental Matters
Dispute Resolution
Governing Law
Jurisdiction
Amendment and Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Costs and Expenses
Announcements
Termination
Survival
Retail
Manufacturing
Real Estate
Technology
Professional Services
Healthcare
Hospitality
Construction
Agriculture
Transportation and Logistics
Energy
Financial Services
Media and Entertainment
Education
Legal
Finance
Corporate Development
Executive Management
Operations
Business Development
Compliance
Risk Management
Procurement
Tax
Commercial
Strategy
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Manager
Corporate Lawyer
Legal Counsel
Commercial Director
Operations Manager
Finance Director
Company Secretary
Procurement Manager
Business Owner
Mergers & Acquisitions Director
Investment Manager
Risk Manager
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