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The Restaurant Sale Agreement is a specialized commercial contract used when transferring ownership of a restaurant business in Ireland. This document is essential for both buyers and sellers in the restaurant industry, as it addresses unique aspects of restaurant operations including food safety compliance, liquor licensing, equipment transfer, and specific regulatory requirements under Irish law. The agreement typically includes detailed provisions for the transfer of physical assets, employee contracts under TUPE regulations, operational licenses, and potentially lease assignments. It's particularly important in ensuring compliance with the Food Safety Authority of Ireland requirements and local licensing regulations. The document should be used whenever a restaurant business is being sold as a going concern, whether it's a small independent establishment or part of a larger chain, and needs to be customized based on whether the property is leased or owned, whether a liquor license is involved, and the scale of the operation.

1. Parties: Identification of the seller and purchaser, including full legal names and registered addresses

2. Background: Brief description of the restaurant business, reason for sale, and context of the transaction

3. Definitions: Key terms used throughout the agreement including Business, Assets, Completion Date, Purchase Price, etc.

4. Sale and Purchase: Core transaction terms including what is being sold and the agreed purchase price

5. Purchase Price and Payment: Detailed payment terms, including deposit, payment schedule, and payment method

6. Conditions Precedent: Conditions that must be met before completion, such as regulatory approvals and license transfers

7. Pre-Completion Obligations: Seller's obligations in running the business before completion and required disclosures

8. Completion: Details of the completion process, timing, and deliverables

9. Assets and Inventory: Detailed description of what is included in the sale (equipment, fixtures, stock, etc.)

10. Employees: Treatment of existing employees and transfer of employment contracts

11. Warranties and Representations: Seller's warranties about the business, including financial, legal, and operational aspects

12. Liabilities and Indemnities: Allocation of liabilities and indemnification provisions

13. Post-Completion Obligations: Ongoing obligations after completion, including transition support

14. Confidentiality: Provisions regarding confidential information and announcements

15. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes