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Option To Purchase Business Agreement
"I need an Option to Purchase Business Agreement for a tech startup in Dublin, with a 6-month option period starting March 1, 2025, including specific provisions for protecting intellectual property and maintaining key development staff during the option period."
1. Parties: Identification of the option grantor (business owner) and option holder (potential purchaser)
2. Background: Context of the agreement, including brief description of the business and purpose of the option
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Grant of Option: Core terms of the option, including duration and exclusivity
5. Option Fee: Details of any consideration paid for the option and whether it's applicable to the purchase price
6. Exercise of Option: Mechanism and process for exercising the option, including notice requirements
7. Purchase Price: Specified price or calculation mechanism for the business purchase
8. Conditions Precedent: Conditions that must be satisfied before the option can be exercised
9. Due Diligence: Rights and process for conducting due diligence investigations
10. Warranties and Representations: Standard warranties about the business, authority to sell, and accuracy of information
11. Conduct of Business: Obligations regarding how the business must be operated during the option period
12. Confidentiality: Obligations to maintain confidentiality of business information
13. Termination: Circumstances under which the option agreement can be terminated
14. Notices: Process and requirements for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Property Matters: Required if the business includes real estate assets or leasehold interests
2. Intellectual Property Rights: Needed if the business has significant IP assets requiring special treatment
3. Employee Matters: Required if there are specific employment arrangements or TUPE implications
4. Competition Compliance: Necessary if the transaction might trigger competition law requirements
5. Tax Matters: Include if specific tax arrangements or implications need to be addressed
6. Third Party Consents: Required if key contracts or licenses need third party approval for transfer
7. Earn-out Provisions: Include if part of the purchase price is contingent on future performance
8. Environmental Matters: Necessary if the business has environmental compliance obligations or risks
1. Schedule 1 - Business Description: Detailed description of the business assets, operations, and scope
2. Schedule 2 - Option Exercise Notice: Pro-forma notice for exercising the option
3. Schedule 3 - Purchase Price Calculation: Detailed methodology for calculating the purchase price if not fixed
4. Schedule 4 - Warranties: Comprehensive list of warranties about the business
5. Schedule 5 - Due Diligence Requirements: List of documents and information to be provided for due diligence
6. Schedule 6 - Excluded Assets: List of assets specifically excluded from the sale
7. Schedule 7 - Key Contracts: List of material contracts affecting the business
8. Appendix A - Form of Business Purchase Agreement: Draft of the final purchase agreement to be executed upon option exercise
Authors
Business
Business Assets
Business Day
Business Purchase Agreement
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Due Diligence
Due Diligence Information
Effective Date
Encumbrance
Exercise Notice
Exercise Period
Expiry Date
Governmental Authority
Group
Intellectual Property Rights
Key Contracts
Key Employees
Liabilities
Long Stop Date
Material Adverse Change
Option
Option Fee
Option Period
Parties
Permitted Encumbrance
Purchase Price
Records
Relevant Authority
Revenue
Subsidiaries
Tax
TUPE
Warranties
Working Capital
Interpretation
Grant of Option
Option Fee
Exercise of Option
Option Period
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Access Rights
Conduct of Business
Non-Competition
Confidentiality
Data Protection
Warranties
Indemnification
Employee Matters
TUPE Compliance
Tax Matters
Property Rights
Intellectual Property
Material Contracts
Third Party Consents
Regulatory Compliance
Competition Law
Force Majeure
Termination
Consequences of Termination
Assignment
Notices
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Amendments
Costs
Further Assurance
Counterparts
Time of Essence
Waiver
Third Party Rights
Manufacturing
Retail
Technology
Professional Services
Healthcare
Hospitality
Real Estate
Financial Services
Construction
Energy
Agriculture
Transportation
Media and Entertainment
Education
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk Management
Strategy
Operations
Commercial
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Director
Corporate Lawyer
Legal Counsel
Investment Manager
Mergers & Acquisitions Director
Company Secretary
Financial Controller
Business Owner
Commercial Director
Risk Manager
Strategy Director
Operations Director
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