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Contract For Sale Of Business
"I need a Contract for Sale of Business governed by Irish law for the sale of my medium-sized technology consulting firm, including specific provisions for protecting intellectual property rights and managing ongoing client contracts, with completion planned for March 2025."
1. Parties: Identification of the seller and purchaser with full legal names and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Purchase price, payment terms, adjustments, and escrow arrangements if any
6. Completion: Details of when and how the sale will complete, including conditions precedent
7. Assets: Detailed description of assets included in the sale
8. Excluded Assets: Clear specification of what assets are not included in the sale
9. Liabilities: Treatment of existing liabilities and allocation between parties
10. Employees: Treatment of employees and TUPE regulations
11. Seller's Warranties: Warranties regarding the business, assets, and liabilities
12. Purchaser's Warranties: Basic warranties from the purchaser including capacity to enter agreement
13. Tax Matters: Tax provisions, indemnities, and allocations
14. Confidentiality: Obligations regarding confidential information
15. Restrictive Covenants: Non-compete and non-solicitation provisions
16. Announcements: Provisions regarding public announcements of the transaction
17. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Intellectual Property: Detailed provisions for IP transfer - include when significant IP assets exist
2. Property: Specific provisions for real estate - include when property assets are involved
3. Data Protection: Detailed GDPR compliance provisions - include when significant personal data is involved
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Earn-out Provisions: Structure for additional payments based on future performance - include if part of purchase price is contingent
6. Third Party Consents: Process for obtaining necessary third-party approvals - include when key contracts require consent for transfer
7. Post-Completion Services: Transitional services arrangements - include when seller will provide ongoing support
8. Pension Schemes: Treatment of pension arrangements - include when employee pension schemes exist
1. Schedule 1 - Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: Detailed list of assets explicitly excluded from the sale
3. Schedule 3 - Properties: Details of any real property included in the sale
4. Schedule 4 - Intellectual Property: List of all IP rights being transferred
5. Schedule 5 - Employees: List of transferring employees and their key terms
6. Schedule 6 - Material Contracts: List of key contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Tax Covenant: Detailed tax indemnity provisions
9. Schedule 9 - Completion Obligations: Detailed list of completion deliverables
10. Appendix 1 - Completion Accounts: Format and principles for completion accounts
Authors
Accounts Date
Assets
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Contracts
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Goodwill
Group
Guaranteed Obligations
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Net Asset Value
Parties
Permitted Encumbrances
Properties
Purchase Price
Purchaser
Purchaser Group
Purchaser's Solicitors
Related Persons
Relevant Claim
Seller
Seller's Group
Seller's Solicitors
Signing Date
Taxation
Tax Authority
Tax Covenant
Third Party Consent
Transaction
Transaction Documents
Transfer Regulations
TUPE
VAT
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Excluded Assets
Liabilities Assumption
Employee Matters
TUPE Provisions
Intellectual Property
Property Rights
Business Contracts
Seller Warranties
Purchaser Warranties
Tax Covenants
Indemnities
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Public Announcements
Third Party Rights
Assignment
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Variation
Waiver
Costs
Further Assurance
Counterparts
Retail
Manufacturing
Technology
Professional Services
Hospitality
Healthcare
Construction
Real Estate
Financial Services
Agriculture
Transportation
Education
Media and Entertainment
Energy
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Operations
Compliance
Risk Management
Business Development
Executive Leadership
CEO
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Development Manager
Mergers & Acquisitions Director
Company Secretary
Tax Director
HR Director
Operations Director
Commercial Director
Risk Manager
Compliance Officer
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