The Principal Sale and Purchase Agreement is a fundamental transaction document used in Irish business acquisitions and disposals. This agreement is essential when conducting significant business transactions in Ireland, whether for asset purchases, share transfers, or entire business acquisitions. It must comply with Irish commercial law, including the Sale of Goods Act 1893, the Sale of Goods and Supply of Services Act 1980, and relevant EU regulations. The document typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties and indemnities, pre-completion and post-completion obligations, and various protective provisions for both parties. It's particularly crucial for high-value transactions where detailed terms and conditions need to be clearly documented and legally enforceable.
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1. Parties: Formal identification of the parties to the agreement, including full legal names, registered addresses, and company numbers if applicable
2. Background: Recitals explaining the context of the transaction and the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including the asset/business being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
7. Seller's Warranties: Warranties given by the seller regarding the subject matter of the sale
8. Buyer's Warranties: Basic warranties from the buyer, typically regarding capacity and authority
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and announcements
12. Notices: Process for formal communications between the parties
13. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability
14. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and jurisdiction for disputes
1. Tax Covenant: Detailed tax indemnity provisions, used when tax liabilities are a significant concern
2. Non-Competition: Restrictions on seller's competing activities, used when protecting goodwill is important
3. Employee Provisions: Detailed provisions regarding employees, used when staff are transferring
4. Intellectual Property: Specific IP provisions, used when IP assets are material to the transaction
5. Data Protection: Detailed GDPR compliance provisions, used when personal data is being transferred
6. Property: Specific real estate provisions, used when property assets are material
7. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks
8. Earn-out Provisions: Mechanism for additional payments based on future performance, used in price adjustment scenarios
9. Break Fee: Provisions for payment if the deal fails, used in higher-risk transactions
1. Schedule 1 - Definitions: Detailed definitions used throughout the agreement
2. Schedule 2 - Assets: Detailed list of assets included in the sale
3. Schedule 3 - Properties: Details of any real estate included in the sale
4. Schedule 4 - Intellectual Property: List of IP rights included in the sale
5. Schedule 5 - Employees: List of transferring employees and their key terms
6. Schedule 6 - Warranties: Full set of warranties given by the seller
7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions
8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables
9. Appendix 1 - Form of Transfer Deed: Form of asset transfer documentation
10. Appendix 2 - Disclosure Letter: Form of disclosure letter qualifying the warranties
Relevant legal definitions
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Professional Services
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Healthcare
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Agriculture
Energy
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Hospitality
Transport & Logistics
Media & Entertainment
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Relevant Teams
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