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Standard Contract Of Sale
"I need a Standard Contract of Sale under Irish law for selling my manufacturing equipment to a corporate buyer, with completion scheduled for March 2025 and including warranties about the equipment's operational condition."
1. Parties: Identifies and defines the Seller and Buyer with full legal names and addresses
2. Background: Sets out the context of the sale and confirms the Seller's ownership and right to sell
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the subject matter
5. Purchase Price: Specifies the price, payment terms, and payment mechanics
6. Deposit: Details of the deposit amount, payment timing, and handling
7. Completion: Specifies completion date, location, and mechanics of closing the sale
8. Seller's Warranties: Standard warranties regarding ownership, condition, and authority to sell
9. Buyer's Warranties: Standard warranties regarding authority to purchase and financial capacity
10. Title and Risk: Provisions regarding transfer of title and risk in the subject matter
11. Notices: Mechanics for serving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
13. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Include when completion is subject to satisfaction of specific conditions
2. Due Diligence: Include when buyer has right to conduct investigations before completion
3. Financing Arrangements: Include when sale is subject to buyer obtaining financing
4. Tax Provisions: Include when specific tax treatments or allocations need to be addressed
5. Post-Completion Obligations: Include when parties have continuing obligations after completion
6. Non-Competition: Include when seller agrees not to compete after the sale
7. Intellectual Property: Include when IP rights are part of the sale
8. Employee Matters: Include when the sale involves transfer of employees
9. Environmental Matters: Include when environmental risks or compliance needs to be addressed
10. Dispute Resolution: Include when specific dispute resolution procedures are required
1. Schedule 1 - Description of Subject Matter: Detailed description of what is being sold
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components if complex
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Seller's Warranties: Detailed warranties given by the seller
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the subject matter
6. Schedule 6 - Contracts and Commitments: List of relevant contracts and commitments affecting the sale
7. Appendix A - Form of Transfer Deed: Template transfer deed to be executed at completion
8. Appendix B - Required Consents: List of third-party consents required for the sale
9. Appendix C - Disclosure Letter: Seller's disclosures against the warranties
Authors
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deposit
Disclosure Letter
Effective Date
Encumbrance
Force Majeure Event
Goods
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Party/Parties
Permitted Encumbrances
Property
Purchase Price
Related Parties
Relevant Authority
Representatives
Sale Assets
Schedules
Seller's Solicitor
Buyer's Solicitor
Signing Date
Subject Matter
Tax
Title Documents
Transaction
Transfer
VAT
Warranties
Working Hours
Purchase Price
Payment Terms
Deposit
Conditions Precedent
Due Diligence
Completion
Warranties
Title and Transfer
Risk and Insurance
Representations
Property Transfer
Encumbrances
Assignment
Confidentiality
Data Protection
Force Majeure
Termination
Default
Remedies
Indemnification
Tax
Costs
Notices
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Further Assurance
Counterparts
Time of Essence
Survival
Boilerplate
Real Estate
Retail
Manufacturing
Technology
Professional Services
Agriculture
Construction
Automotive
Consumer Goods
Industrial Equipment
Small Business
Corporate
Import/Export
Wholesale
Legal
Commercial
Procurement
Sales
Finance
Operations
Compliance
Risk Management
Business Development
Corporate Secretariat
Legal Counsel
Commercial Director
Procurement Manager
Sales Manager
Business Development Manager
Contract Manager
Chief Financial Officer
Company Secretary
Operations Manager
Risk Manager
Compliance Officer
General Counsel
Managing Director
Chief Executive Officer
Finance Director
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