The Simple Business Transfer Agreement is a fundamental legal instrument used in Irish business transactions to facilitate the transfer of business assets, operations, and associated rights between parties. This document type is particularly suitable for small to medium-sized business transfers where a comprehensive yet straightforward approach is required. It incorporates essential provisions required under Irish law, including compliance with the Companies Act 2014, TUPE regulations for employee transfers, and GDPR requirements for data protection. The agreement typically covers asset transfer, purchase price mechanisms, employee matters, warranties, and completion procedures, while allowing for customization based on specific business needs and circumstances. It serves as a crucial tool for business owners, corporate executives, and their advisors in executing business transfers while ensuring legal compliance and protection of all parties' interests.
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1. Parties: Identification of the seller and buyer, including full legal names and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Timing and mechanics of completion, including actions required by each party
7. Assets: Detailed description of assets included in the transfer
8. Excluded Assets: Clear specification of assets not included in the transfer
9. Employees: Treatment of employees and TUPE provisions
10. Seller's Warranties: Standard warranties regarding the business, assets, and liabilities
11. Tax Matters: Tax provisions, indemnities, and allocations
12. Confidentiality: Obligations regarding confidential information
13. Post-Completion Obligations: Actions required after completion
14. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction
1. Intellectual Property: Detailed provisions for IP transfer - include when business owns significant IP assets
2. Property: Specific provisions for real estate - include when property transfer is involved
3. Data Protection: GDPR compliance provisions - include when personal data is being transferred
4. Non-Competition: Restrictions on seller's future activities - include when protecting goodwill is crucial
5. Debt Transfer: Provisions for handling existing debts - include when debt obligations are being transferred
6. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
7. Third Party Consents: Process for obtaining necessary consents - include when key contracts require consent for transfer
8. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
1. Schedule 1 - Assets: Detailed inventory of all assets being transferred
2. Schedule 2 - Excluded Assets: List of specific assets excluded from the transfer
3. Schedule 3 - Employees: List of transferring employees and their key employment terms
4. Schedule 4 - Properties: Details of any real estate included in the transfer
5. Schedule 5 - Intellectual Property: List of all IP rights being transferred
6. Schedule 6 - Contracts: List of contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables and actions
9. Appendix A - Form of Transfer Documents: Templates for any required transfer documentation
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