Sale And Agreement To Sale for Ireland

Sale And Agreement To Sale Template for Ireland

This document serves as both an agreement to sell and the actual instrument of sale under Irish law, combining the commitment to sell with the execution of the sale itself. It incorporates comprehensive provisions governed by Irish legislation, including the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980. The document details the terms and conditions of the sale, purchase price, payment terms, warranties, transfer of title, and completion mechanics, while ensuring compliance with Irish consumer protection laws and commercial regulations. It includes provisions for both immediate sales and future transfers, making it suitable for complex commercial transactions where the sale process occurs in stages.

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What is a Sale And Agreement To Sale?

The Sale and Agreement to Sale is a versatile legal instrument used in Irish commercial transactions where parties wish to combine both the agreement to sell and the actual sale in a single document. This approach is particularly valuable in complex transactions where certain conditions must be met before the sale can be completed, or where the transfer of assets occurs in stages. The document is structured to comply with Irish commercial law, including the Sale of Goods Act 1893 and related legislation, making it suitable for various commercial contexts from property sales to business assets. It typically includes detailed provisions about the asset being sold, purchase price, payment terms, warranties, conditions precedent, completion mechanics, and post-completion obligations. This type of agreement is commonly used in both business-to-business and business-to-consumer contexts, though the specific terms and consumer protection provisions may vary depending on the nature of the parties involved.

What sections should be included in a Sale And Agreement To Sale?

1. Parties: Identification and details of all parties involved in the agreement

2. Background: Context of the transaction and brief description of what each party wishes to achieve

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the sale including description of items/property being sold

5. Purchase Price: Details of the purchase price, payment terms, and payment mechanics

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

7. Completion: Details of when, where and how completion will take place

8. Seller's Warranties: Warranties given by the seller regarding the sale items/property

9. Buyer's Warranties: Warranties given by the buyer, including capacity to enter into the agreement

10. Title and Risk: When and how title passes, and allocation of risk

11. Confidentiality: Obligations regarding confidential information

12. Notices: How formal notices under the agreement should be given

13. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.

14. Execution: Signature blocks and execution formalities

What sections are optional to include in a Sale And Agreement To Sale?

1. Due Diligence: Used when the buyer needs to conduct investigations before completion

2. Property Matters: Include when the sale involves real property, covering specific property-related terms

3. Intellectual Property: Include when the sale involves transfer of IP rights

4. Employee Matters: Required when the sale involves transfer of employees

5. Tax Covenants: Include for complex transactions with specific tax implications

6. Post-Completion Obligations: Used when parties have ongoing obligations after completion

7. Environmental Matters: Include when environmental issues are relevant to the sale

8. Competition/Antitrust: Required for large transactions requiring regulatory approval

What schedules should be included in a Sale And Agreement To Sale?

1. Schedule 1 - Description of Sale Items: Detailed description of goods/property being sold

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components

3. Schedule 3 - Completion Requirements: List of documents and actions required at completion

4. Schedule 4 - Seller's Warranties: Full list of warranties given by the seller

5. Schedule 5 - Property Information: Detailed property information if real estate is involved

6. Schedule 6 - Encumbrances: List of any existing charges, mortgages or other encumbrances

7. Appendix A - Form of Transfer Deed: Template transfer deed to be used at completion

8. Appendix B - Required Consents: List of third-party consents required for the sale

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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Retail

Manufacturing

Technology

Agriculture

Professional Services

Construction

Energy

Consumer Goods

Industrial

Automotive

Healthcare

Hospitality

Mining

Transportation

Relevant Teams

Legal

Finance

Commercial

Procurement

Sales

Business Development

Operations

Risk & Compliance

Property Management

Corporate Secretariat

Asset Management

Relevant Roles

Legal Counsel

Commercial Director

Chief Financial Officer

Procurement Manager

Sales Director

Business Development Manager

Contract Manager

Property Manager

Operations Director

Risk Manager

Compliance Officer

Chief Executive Officer

Company Secretary

Finance Manager

Asset Manager

Industries
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

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