The Sell And Buy Agreement is a crucial legal document used in Irish commercial transactions to formalize the transfer of assets, shares, or businesses between parties. It is particularly relevant when significant value is being transferred and detailed terms need to be documented. The agreement should be used whenever there is a sale of substantial assets, a business, or shares, where parties need to clearly define their rights and obligations, document warranties and indemnities, and establish completion mechanics. Under Irish law, this agreement must comply with various legislation including the Sale of Goods Act, Consumer Protection Act, and other relevant statutes. The document typically includes detailed provisions about the subject matter of the sale, purchase price, payment terms, conditions precedent, warranties, and post-completion obligations.
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1. Parties: Identifies and provides full details of the seller and buyer, including registered addresses and company numbers if applicable
2. Background: Provides context for the agreement and briefly describes the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out rules for interpretation
4. Sale and Purchase: Core transaction terms including the subject matter of sale and purchase obligations
5. Purchase Price: Specifies the purchase price, payment terms, and payment mechanism
6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Details the obligations of both parties between signing and completion
8. Completion: Specifies the completion date, location, and actions required at completion
9. Warranties: Standard warranties given by the seller regarding the subject matter of the sale
10. Limitations on Claims: Sets out limitations on warranty claims and other claims under the agreement
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Specifies how formal notices under the agreement should be given
13. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and variations
14. Governing Law and Jurisdiction: Confirms Irish law as governing law and Irish courts' jurisdiction
1. Tax Covenant: Include when specific tax arrangements or indemnities are required
2. Property Matters: Include when the sale involves real estate or leasehold property
3. Intellectual Property Rights: Include when the sale involves significant IP assets
4. Employee Matters: Include when the sale involves transfer of employees
5. Environmental Matters: Include when environmental liabilities are a significant concern
6. Data Protection: Include when personal data processing is involved in the transaction
7. Competition/Antitrust: Include when competition law clearances are required
8. Post-Completion Covenants: Include when specific post-completion obligations are needed
9. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
10. Break Fee: Include when parties agree to compensation if the deal fails to complete
1. Schedule 1 - Definitions: Detailed definitions used throughout the agreement
2. Schedule 2 - Details of the Sale Assets/Shares: Comprehensive description of what is being sold
3. Schedule 3 - Warranties: Full list of warranties given by the seller
4. Schedule 4 - Limitations on Claims: Detailed provisions regarding limitation of liability
5. Schedule 5 - Properties: Details of any properties included in the sale
6. Schedule 6 - Intellectual Property: List of all intellectual property included in the sale
7. Schedule 7 - Employees: Details of any employees being transferred
8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion
9. Appendix 1 - Form of Transfer Deed: Template for the transfer deed to be executed at completion
10. Appendix 2 - Disclosure Letter: Seller's disclosures against the warranties
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