All Countries
Mergers & Acquisitions
Asset Acquisition Agreement

Asset Acquisition Agreement Template for Ireland

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Asset Acquisition Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Asset Acquisition Agreement

"I need an Asset Acquisition Agreement for purchasing a software company's intellectual property assets and customer contracts in Ireland, with completion planned for March 2025, including specific provisions for data protection and employee transfers."

Celebrated by
Collaborations with
Investors
Document background
The Asset Acquisition Agreement is a fundamental document used in Irish business transactions where one party wishes to acquire specific assets from another party without purchasing the entire company. This agreement is particularly vital when businesses are restructuring, divesting non-core assets, or strategically acquiring specific business components. The document must comply with Irish legal requirements, including the Companies Act 2014, Sale of Goods Act, and relevant tax legislation. It typically includes detailed schedules of assets, warranties, indemnities, and specific provisions governing the transfer of different types of assets such as real estate, intellectual property, or equipment. The agreement's structure and content are designed to protect both parties' interests while ensuring a clear and legally compliant transfer of assets under Irish law.
Suggested Sections

1. Parties: Identifies and provides full legal details of the seller and purchaser

2. Background: Sets out the context of the transaction and basic information about the assets being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Sale and Purchase: Core agreement to sell and purchase the assets, including the scope of assets and any excluded assets

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Sets out what the parties must do or must not do between signing and completion

8. Completion: Details the completion mechanics, timing, and deliverables

9. Warranties: Seller's warranties regarding the assets, business, and authority to sell

10. Limitations on Liability: Limits on the seller's liability under the warranties and general limitations

11. Tax Covenant: Provisions dealing with tax liabilities and indemnities

12. Post-Completion Obligations: Ongoing obligations after completion, including assistance with transitions

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Requirements for public announcements about the transaction

15. General Provisions: Standard boilerplate clauses including notices, entire agreement, governing law

Optional Sections

1. Employee Provisions: Required when the transaction involves transfer of employees under TUPE regulations

2. Intellectual Property Assignment: Detailed provisions for IP transfer when significant IP assets are involved

3. Property Provisions: Specific provisions when real estate assets are being transferred

4. Environmental Provisions: Required when the assets include industrial properties or businesses with environmental risks

5. Data Protection: Required when personal data is part of the transferred assets

6. Competition Compliance: Required when the transaction requires competition authority approval

7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

8. Transitional Services: Required when the seller will provide services to the buyer post-completion

9. Non-Compete Provisions: Used to restrict seller's competing activities post-completion

Suggested Schedules

1. Assets Schedule: Detailed list and description of all assets being transferred

2. Excluded Assets Schedule: List of specific assets excluded from the transfer

3. Properties Schedule: Details of any real estate assets included in the transfer

4. Intellectual Property Schedule: List of all IP rights being transferred

5. Contracts Schedule: List of contracts being transferred or assigned

6. Employees Schedule: Details of transferring employees and their terms

7. Completion Deliverables: List of all documents and items to be delivered at completion

8. Warranties Schedule: Detailed warranties given by the seller

9. Tax Covenant: Detailed tax covenant provisions and mechanisms

10. Form of Transfer Documents: Templates of specific transfer documents required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Affiliate
Agreement
Assets
Business Day
Business Records
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Excluded Liabilities
GDPR
Governmental Authority
Intellectual Property Rights
Irish GAAP
Knowledge
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Parties
Permits
Properties
Purchase Price
Purchaser
Relevant Authority
Representatives
Seller
Seller Group
Signing Date
Stamp Duty
Tax
Tax Authority
Tax Covenant
Tax Liability
Tax Returns
Third Party
Transaction Documents
TUPE Regulations
VAT
Warranties
Warranty Claim
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Excluded Assets
Assumed Liabilities
Excluded Liabilities
Warranties
Tax Covenants
Tax Indemnities
Employee Matters
TUPE Provisions
Property Transfer
Intellectual Property
Contract Assignment
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Environmental Matters
Insurance
Records and Information
Further Assurance
Announcements
Assignment
Costs
Notices
Entire Agreement
Severability
Variations
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Manufacturing

Real Estate

Technology

Retail

Healthcare

Financial Services

Professional Services

Industrial

Energy

Agriculture

Hospitality

Transportation

Construction

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Operations

Treasury

Tax

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Commercial Director

Business Development Manager

Mergers & Acquisitions Director

Finance Director

Corporate Secretary

Risk Manager

Asset Manager

Operations Director

Investment Manager

Transaction Manager

Industries
Sale of Goods Act 1893 and Sale of Goods and Supply of Services Act 1980: These acts govern the transfer of movable property and establish fundamental principles for the sale of goods, including conditions and warranties implied in sales contracts
Conveyancing Act 1881: Governs the transfer of real property and land interests in Ireland, essential when the assets being acquired include real estate
Companies Act 2014: Provides the framework for corporate transactions and requirements for company assets, particularly relevant if either party is an Irish company
Competition Act 2002 (as amended): Requires consideration if the asset acquisition meets certain thresholds requiring merger control clearance from the Competition and Consumer Protection Commission
Capital Acquisitions Tax Consolidation Act 2003: Governs the taxation aspects of asset transfers and acquisitions in Ireland
Value-Added Tax Consolidation Act 2010: Determines VAT implications on asset transfers and whether the transaction qualifies as a transfer of business
Transfer of Undertakings (Protection of Employment) Regulations 2003: Protects employees' rights in case the asset acquisition involves transfer of business assets with employees
Registration of Title Act 1964: Relevant for registering title transfers when the assets include registered land or property
Stamp Duties Consolidation Act 1999: Governs stamp duty obligations on written documents transferring assets and property
Central Bank Act 1942 (as amended): May be relevant if the assets being acquired include regulated financial services businesses or require regulatory approval
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Property Purchase Letter Of Intent

An Irish law-governed preliminary document outlining proposed terms and conditions for a property acquisition, serving as a framework for negotiations while maintaining limited binding obligations.

find out more

Merger And Acquisition Agreement

An Irish law-governed agreement setting out the terms and conditions for a merger or acquisition transaction, including purchase terms, warranties, and completion mechanics.

find out more

Asset Acquisition Agreement

An Irish law-governed agreement for the transfer of business assets from a seller to a buyer, detailing terms, conditions, and warranties of the asset acquisition.

find out more

Share Acquisition Agreement

An Irish law-governed agreement documenting the terms and conditions for the purchase and sale of shares in a company, including transaction mechanics, warranties, and regulatory compliance requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.