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1. Parties: Identification of the seller and purchaser with full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the goodwill purchase
3. Definitions and Interpretation: Detailed definitions of key terms including 'Goodwill', 'Business', 'Completion Date', and other relevant terms
4. Sale and Purchase of Goodwill: Core terms of the transaction, including what specifically constitutes the goodwill being purchased
5. Purchase Price: The agreed price for the goodwill and payment terms
6. Completion: Details of when and how the transfer will be completed, including any conditions precedent
7. Seller's Warranties: Warranties regarding ownership of goodwill, absence of encumbrances, and other relevant assurances
8. Seller's Covenants: Post-completion obligations including non-compete and non-solicitation provisions
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Further Assurance: Obligation to execute further documents and perform actions necessary to complete the transfer
11. Notices: Process for serving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability, etc.
13. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction
1. Employee Matters: Required when employees are being transferred as part of the goodwill purchase
2. Intellectual Property Rights: Needed when specific IP rights are included in the goodwill transfer
3. Tax Covenants: Include when specific tax arrangements or indemnities are required
4. Transitional Services: Required when the seller will provide temporary support post-completion
5. Assignment of Contracts: Include when specific customer or supplier contracts are being transferred
6. Property Matters: Needed when the goodwill purchase involves any property rights or leases
7. Data Protection: Required when customer or employee personal data is being transferred
8. Post-Completion Adjustments: Include when the purchase price may be adjusted based on post-completion calculations
1. Schedule 1 - Description of the Business: Detailed description of the business whose goodwill is being purchased
2. Schedule 2 - Goodwill Components: Itemized list of all elements comprising the goodwill being transferred
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion
4. Schedule 4 - Warranties: Full list of warranties given by the seller
5. Schedule 5 - Excluded Assets: List of business assets specifically excluded from the purchase
6. Appendix A - Valuation Report: Independent valuation of the goodwill (if applicable)
7. Appendix B - Customer Contracts: List of key customer relationships included in the goodwill
8. Appendix C - Transfer Documents: Forms and notices required for the transfer of specific goodwill components
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contracts
Customer Records
Effective Date
Encumbrance
Excluded Assets
Goodwill
Group
Intellectual Property Rights
Irish GAAP
Know-How
Loss
Material Adverse Change
Parties
Permitted Encumbrance
Purchase Price
Purchaser
Records
Related Persons
Relevant Territory
Restricted Business
Restricted Period
Seller
Seller's Group
Seller's Knowledge
Supplier Contracts
Tax
Trade Names
Trade Secrets
Transaction
Transfer Documents
VAT
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Transfer of Rights
Assignment of Contracts
Employee Matters
Tax Covenants
Intellectual Property
Further Assurance
Announcements
Notices
Force Majeure
Severability
Entire Agreement
Variation
Waiver
Costs
Assignment
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Retail
Professional Services
Hospitality
Manufacturing
Technology
Healthcare
Financial Services
Consulting
Distribution
Food and Beverage
Education
Real Estate
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Commercial
Business Development
Corporate Secretariat
Risk & Compliance
Strategy
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Development Manager
Commercial Director
Mergers & Acquisitions Manager
Company Secretary
Tax Director
Business Valuation Specialist
Corporate Finance Manager
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