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Small Business Sale Agreement
"I need a Small Business Sale Agreement for the sale of my Dublin-based coffee shop chain (3 locations) to a corporate buyer, with specific provisions for retaining current staff and maintaining supplier relationships, planned for completion in March 2025."
1. Parties: Identifies and provides full details of the seller and purchaser
2. Background: Outlines the context of the sale, including brief business description and intention to transfer
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business, including scope of transfer
5. Purchase Price: Specifies the total consideration, payment terms, and any adjustments
6. Completion: Details the completion date, location, and actions required at completion
7. Assets and Liabilities: Lists included and excluded assets/liabilities in the sale
8. Employees: Addresses employee transfer arrangements and TUPE regulations
9. Warranties and Indemnities: Seller's warranties about the business and related indemnities
10. Restrictive Covenants: Non-compete and non-solicitation provisions
11. Confidentiality: Obligations regarding business information confidentiality
12. Data Protection: Compliance with GDPR and data transfer requirements
13. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Property: Required if business premises are being transferred or new lease arrangements are needed
2. Intellectual Property: Detailed IP transfer provisions if business has significant IP assets
3. Post-Completion Adjustments: Include if price adjustments based on completion accounts are required
4. Consultancy Arrangements: Required if seller will provide transition services post-completion
5. Earn-out Provisions: Include if part of purchase price is contingent on future performance
6. Third Party Consents: Required if key contracts or licenses need third party approval for transfer
7. Environmental Matters: Include for businesses with environmental compliance obligations
8. Pensions: Required if transferring employees have pension arrangements
1. Schedule 1 - Business Assets: Detailed inventory of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of any real property included in the sale
4. Schedule 4 - Employees: List of transferring employees and their key employment terms
5. Schedule 5 - Intellectual Property: Details of all IP rights included in the sale
6. Schedule 6 - Contracts: List of business contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Obligations: Detailed list of documents and actions required at completion
9. Appendix 1 - Completion Accounts: Pro-forma completion accounts format if relevant
Authors
Business Assets
Business Day
Business Intellectual Property
Business Name
Business Records
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Contracts
Data Protection Laws
Deed of Assignment
Disclosed
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Goodwill
Guarantor
Irish GAAP
Inventory
Liabilities
Losses
Material Adverse Change
Parties
Premises
Purchase Price
Purchaser
Relevant Authority
Restricted Business
Restricted Period
Seller
Taxation
Tax Authority
Third Party Consent
Transfer Date
TUPE Regulations
VAT
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Asset Transfer
Property Transfer
Employee Transfer
TUPE Compliance
Warranties
Indemnities
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Tax Covenants
Completion Obligations
Post-Completion Adjustments
Third Party Consents
Business Contracts
Assignment
Liability
Insurance
Records and Information
Announcements
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Costs
Further Assurance
Variation
Assignment and Sub-Contracting
Third Party Rights
Counterparts
Retail
Hospitality
Professional Services
Manufacturing
Technology
Healthcare
Construction
Food and Beverage
Education and Training
Automotive
Real Estate
Agriculture
Transport and Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Operations
Human Resources
Business Development
Due Diligence
Business Owner
Managing Director
CEO
Commercial Lawyer
Corporate Lawyer
Business Development Manager
Finance Director
CFO
Company Secretary
Business Broker
M&A Advisor
Tax Consultant
Accountant
Due Diligence Officer
Legal Counsel
Operations Manager
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