The Business Asset Purchase Agreement is a fundamental document in Irish corporate transactions where one entity wishes to acquire specific assets of another business rather than purchasing shares. This agreement is commonly used when buyers want to cherry-pick particular assets while avoiding certain liabilities, or when purchasing assets from a larger business unit. It must comply with Irish law, including the Companies Act 2014, Transfer of Undertakings regulations, and various tax requirements. The document typically includes detailed schedules of assets, employee provisions, warranties, and specific completion mechanics. It's particularly important in restructuring scenarios, partial business sales, or when acquiring specific business units or asset collections.
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1. Parties: Identification of the seller and buyer, including registered addresses and company numbers
2. Background: Context of the transaction, brief description of the business and assets being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the assets, including scope of assets and excluded assets
5. Purchase Price: Purchase price, payment terms, and any adjustments
6. Completion: Timing and mechanics of completion, including conditions precedent
7. Seller's Warranties: Standard warranties regarding the assets, business, and seller's capacity
8. Buyer's Warranties: Basic warranties regarding buyer's capacity and authority
9. Tax Matters: Tax covenants, indemnities, and VAT treatment
10. Employees: TUPE provisions and employee-related matters
11. Restrictive Covenants: Non-compete and non-solicitation provisions
12. Confidentiality: Confidentiality obligations regarding the transaction and business information
13. Announcements: Provisions regarding public announcements about the transaction
14. General: Standard boilerplate provisions including notices, costs, and governing law
1. Property: Required if business premises are being transferred as part of the assets
2. Intellectual Property: Detailed provisions for IP transfer if significant IP assets are involved
3. Data Protection: Extended provisions if significant personal data is being transferred
4. Transitional Services: Required if seller will provide ongoing services post-completion
5. Environmental Matters: Needed for businesses with environmental risks or compliance requirements
6. Pensions: Required if pension schemes are being transferred
7. Stock: Detailed provisions if significant inventory is part of the sale
8. Debt Collection: Provisions for collecting pre-completion receivables if included in the sale
1. Assets Schedule: Detailed list of all assets being transferred
2. Excluded Assets Schedule: List of specific assets excluded from the sale
3. Properties Schedule: Details of any real estate being transferred
4. Intellectual Property Schedule: List of IP rights being transferred
5. Employee Schedule: List of transferring employees and their key terms
6. Contracts Schedule: List of business contracts being transferred
7. Completion Obligations: Detailed list of completion deliverables
8. Warranties Schedule: Detailed warranties regarding the business and assets
9. Tax Covenant: Detailed tax indemnity provisions
10. Form of Transfer Documents: Pro forma transfer documents for specific assets
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