Asset Purchase Agreement (APA) Template — Ireland

ASSET PURCHASE AGREEMENT

Sale Of Business As A Going Concern — Ireland

"Assets" means the assets of the Business specified in clause 3 and the schedules referenced in this Agreement. "Business" means the trade and assets of the Seller carried on under the name Riverstone Café and Bakery. "Completion" means the completion of the sale and purchase in accordance with clause 5. "Consideration" means the total purchase price of €450000 apportioned per clause 4. "Excluded Assets" means the assets retained by the Seller per clause 3. "Excluded Liabilities" means the liabilities retained by the Seller per clause 3. "Disclosure Letter" means the letter from the Seller to the Buyer disclosing exceptions to the Warranties, executed on the date of this Agreement. "Working Day" means any day other than a Saturday, Sunday or public holiday in Ireland on which the principal banks in Dublin are open for business.

The Seller agrees to sell, and the Buyer agrees to purchase, the Assets as a going concern with full title guarantee and free from all encumbrances, with effect from Completion. Risk in the Assets shall pass to the Buyer at Completion; legal title shall pass on execution of the relevant Bills of Sale, IP Assignments and deeds of novation.

The Buyer shall acquire the following Assets:
(a) Tangible assets: All bakery equipment (KitchenAid mixers, two industrial ovens, refrigeration units, display cabinets); shop fittings and fixtures; café tables and chairs (32 covers); point-of-sale system and tablets; vehicle (2024 Toyota Hilux registration 241-D-12345); stock-in-trade as at Completion (to be inventoried).
(b) Intangible assets: The goodwill of the Business; the customer database (approx. 2,400 active loyalty members); the brand "Riverstone" including logo, colour scheme and brand guidelines; the website www.riverstone.ie and social media accounts; the supplier list and pricing arrangements.
(c) Contracts (subject to novation): Lease of the operating premises at 14-16 Lower Mount Street, Dublin 2 (subject to Landlord consent); supply contract with Cuinneog Bakery dated 1 March 2024; merchant services contract with Stripe Payments Europe Limited; broadband and POS service contracts.
(d) Intellectual property: Irish Trade Mark 2023/1234 "Riverstone" (word + device); the domain name riverstone.ie; all recipes, processes and know-how reduced to writing in the recipe book and operations manual; all copyright in marketing materials and photography.
(e) Books, records and information: All accounting records relating to the Business; customer database and CRM; supplier records and price lists; recipe and operations manuals; employee records (in compliance with GDPR Art 28 data-controller transfer); all software licences (Square POS, Xero subscription).
Excluded Assets: Cash at bank; trade debtors as at Completion (collected by Seller in run-off); shares in the Seller's subsidiary; pre-Completion VAT credits and corporation tax losses; any personal property of the directors located at the premises.
Excluded Liabilities (retained by Seller): All trade creditors and accruals as at Completion; bank overdraft and finance lease obligations; pre-Completion tax liabilities (corporation tax, VAT, PAYE/PRSI); product liability for products sold before Completion; warranty claims relating to pre-Completion supply; pre-Completion litigation and regulatory penalties; all liabilities relating to former employees who do not transfer under TUPE.
For the avoidance of doubt, no historical liability of the Seller transfers to the Buyer except as expressly listed in this Agreement; the default position is that all pre-Completion liabilities remain with the Seller.

The Consideration is €450000, payable in cash on Completion with a deferred element payable in instalments per the apportionment schedule.
Apportionment of Consideration:
Tangible assets: €180,000 (equipment, fixtures, stock)
Goodwill: €200,000 (customer relationships, brand)
Intellectual property: €50,000 (trade mark, recipes, know-how)
Other / contracts: €20,000 (assignable contracts, records)
The apportionment shall apply for the purposes of capital allowances, stamp duty (where applicable to any real property element), and the Buyer's opening tax position.
The Consideration shall be discharged in immediately available funds to the Seller's nominated bank account at Completion, free of any set-off, counterclaim or deduction (save for any withholding required by law).

Completion shall take place on 30 September 2026 at Offices of Quinn and Gallagher Solicitors, 22 Earlsfort Terrace, Dublin 2 (or by remote electronic exchange) (or such other place or date as the parties may agree in writing).
Completion deliverables: Seller delivers: (a) executed Bill of Sale transferring tangible assets; (b) executed IP Assignment for trade marks, domain names, copyright; (c) executed deeds of assignment / novation for material contracts; (d) keys, alarm codes and access to premises; (e) inventory count and stock list; (f) employee TUPE transfer notice and information schedule; (g) lease assignment / consent from Landlord; (h) VAT TOB Joint Election notice. Buyer delivers: (i) Consideration in immediately available funds; (ii) Board approval evidence; (iii) executed deeds of acceptance for novated contracts.

Subject to any matter fully and fairly disclosed in the Disclosure Letter, the Seller warrants to the Buyer that:
(a) Title: The Seller has good and marketable title to the Assets, free from all liens, charges, encumbrances and third-party rights, and has the right to transfer the Assets to the Buyer with full title guarantee (within the meaning of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980).
(b) Authority: The Seller has full corporate power and authority to enter into and perform its obligations under this Agreement and to transfer the Assets; this Agreement has been duly authorised by Board resolution in accordance with sections 181 and 193 of the Companies Act 2014 and has been duly executed by an authorised signatory.

The parties acknowledge that the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (SI 131/2003) (the "TUPE Regulations") apply to this Transaction. All employees wholly or mainly assigned to the Business at the Transfer Date (30 September 2026) shall transfer to the Buyer with continuity of terms and service under Regulation 4.
Affected Employees: Schedule appended listing 8 transferring employees: 1 head baker, 2 baristas, 3 counter staff, 1 part-time cleaner, 1 weekend chef. Each line shows name, role, start date, contractual hours, current salary, pension membership, accrued holiday and accrued statutory entitlements as at the Transfer Date.
Information and consultation: Information under Regulation 8 is in progress and will be completed before Completion. Each of the Seller and the Buyer shall inform employee representatives long enough before the transfer to enable consultation to take place.
Liability: Liability for any breach of the TUPE Regulations (including failure to inform/consult under Regulation 10) shall be borne by the party in breach, who shall indemnify the other against any Workplace Relations Commission award (up to 2 years' remuneration per affected employee under Regulation 10(5)(b)).

The parties jointly elect to treat this Transaction as a transfer of business outside the scope of VAT under section 20(2)(c) of the Value-Added Tax Consolidation Act 2010. Both parties confirm that they are accountable persons (VAT-registered) at Completion and that the Assets constitute an undertaking capable of being operated on an independent basis.
Buyer's continuation undertaking: The Buyer undertakes that it shall continue to carry on the same café-and-bakery business in Ireland as the Seller carried on before Completion, using the Assets, for a period of not less than 12 months from Completion. The Buyer acknowledges that breach of this undertaking may cause Revenue to re-assess the Transaction as a taxable supply with retrospective VAT @ 23% on the Consideration.
Capital Goods Record: The Assets include shop fittings installed in 2023 (in scope of the 5-year Capital Goods Scheme). The Seller shall deliver the Capital Goods Record kept under section 64 of the VATCA 2010 at Completion, and the Buyer shall continue the record for the remainder of the adjustment period.
VAT clawback: If Revenue subsequently determines that the Transaction did not qualify for TOB relief (e.g. because the Buyer ceased to carry on the same business in Ireland within 12 months), the Buyer shall indemnify the Seller for the standard-rate VAT (23%) on the Consideration plus any interest and penalties charged by Revenue.

Material Contracts: Schedule appended listing 4 material contracts: (1) Premises lease with Lower Mount Street Holdings Limited (10-year FRI lease from 2022); (2) Supply contract with Cuinneog Bakery (annual value €38,000); (3) Stripe merchant services (annual value €4,200); (4) Square POS subscription (annual value €1,800).
Consent procurement: The Seller shall use all reasonable endeavours to procure each counterparty's consent to assignment or novation by Completion. Landlord consent for the lease assignment shall be procured under the Landlord and Tenant (Amendment) Act 1980 s.66. Where consent is not obtained, the Seller shall hold the benefit on trust for the Buyer (subject to legal possibility) and the Buyer shall indemnify the Seller for performance.
The parties shall execute such deeds of novation, assignments and notices as may reasonably be required to give effect to this clause. Any contract for which novation is not effective at Completion shall be administered on a sub-contract basis from Completion until valid novation, with the economic risk and reward passing to the Buyer.

Without prejudice to the generality of clause 6, the Seller additionally warrants:
(c) Assets condition: The Assets are in good working order (fair wear and tear excepted), fit for the purpose for which they are presently used, comply with all applicable health-and-safety standards (including the Safety, Health and Welfare at Work Act 2005) and have been maintained in accordance with manufacturer recommendations.
(d) Intellectual property: The Seller owns or has valid right to use all intellectual property comprised in the Assets; no IP infringement claim is pending or threatened against the Seller; all software is properly licensed (no infringing open-source obligations); all IP created by employees has been validly assigned under written agreement.
(e) Contracts: Each material contract is in full force, no notice of termination has been given or received, the Seller is not in material breach, no event has occurred that would entitle the counterparty to terminate, and no change-of-control or anti-assignment provision is triggered by this Agreement that has not been disclosed in the Disclosure Letter.
(f) Employment: The Seller has complied with all employment law obligations for the transferring workforce, including the Terms of Employment (Information) Acts 1994-2014, the Sick Leave Act 2022, the Work Life Balance and Miscellaneous Provisions Act 2023, the Protected Disclosures Acts 2014-2022 and the National Minimum Wage Act 2000; all PAYE/PRSI/USC and pension contributions are current; no WRC, Labour Court or Tribunal claim is pending or threatened.
(g) Product liability: No product liability claim under the Liability for Defective Products Act 1991 has been received by the Seller in the 7 years prior to Completion; no product recall, withdrawal, safety notice or competent-authority enforcement has been issued; the Seller is not aware of any defect in products supplied that would give rise to a claim.
(h) Environmental: The Seller holds all environmental permits, licences and consents required for the Business; no enforcement notice, prohibition notice or prosecution is pending or threatened; no soil, groundwater or air contamination has been identified at the operating premises.

The Seller shall indemnify the Buyer on a pound-for-pound basis (without proof of damages) in respect of:
(a) General pre-Completion: The Seller indemnifies the Buyer in respect of any loss, claim or liability arising from any act or omission of the Seller in connection with the Business prior to Completion that crystallises against the Buyer (or any Asset) after Completion.
(b) Product liability: The Seller indemnifies the Buyer in respect of any claim under the Liability for Defective Products Act 1991, the General Product Safety Regulation (EU) 2023/988, or otherwise in tort arising from any product supplied by the Seller before Completion, including the Buyer's reasonable costs of any product recall or safety notice.
(c) Environmental: The Seller indemnifies the Buyer in respect of (a) any clean-up, remediation or monitoring cost imposed by the EPA, local authority or competent regulator in respect of contamination caused by the Seller before Completion; (b) any prosecution under the Environmental Protection Agency Act 1992, Waste Management Acts 1996-2011, or Water Pollution Acts 1977-2007 relating to pre-Completion activities.
(d) Pre-Completion tax (transfer-risk): The Seller indemnifies the Buyer in respect of any pre-Completion PAYE/PRSI/USC underpayment for transferring employees, any pre-Completion VAT errors disclosed by Revenue audit, and any Stamp Duty re-assessment on apportionment dispute.
Claims under this clause may be brought within 7 years of Completion (matching the Revenue audit window) or such longer period as the underlying statutory limitation period allows.

The Seller covenants with the Buyer that, for a period of 24 months from Completion, the Seller shall not, in Within a 10km radius of the operating premises and elsewhere in the Greater Dublin Area, directly or indirectly carry on, be employed by, or have any interest in any business that competes with the Business as carried on at Completion (the "Non-Compete"). The Seller further covenants for a period of 24 months from Completion not to solicit any customer, transferring employee or supplier of the Business (the "Non-Solicit"). These restrictions are necessary to protect the goodwill purchased by the Buyer; the parties acknowledge they are reasonable having regard to the Consideration and the Murgitroyd v Purdy test.

The Warranties are qualified by the matters fully and fairly disclosed in the Disclosure Letter (delivered at the same time as this Agreement). A matter is "fairly disclosed" only if disclosed in sufficient detail to identify the nature and scope of the matter to a reasonable buyer. Disclosure of one warranty does not constitute disclosure of any other warranty.

Confidentiality: the existence and terms of this Agreement are confidential; neither party shall publicise the Transaction without the other's prior written consent (save for statutorily required disclosure).
Assignment: neither party may assign its rights under this Agreement without prior written consent of the other.
Notices: any notice shall be in writing and delivered by hand, registered post or email with read receipt to the addresses given above.
Variation: any variation shall be in writing and signed by both parties.
Severability: the invalidity of any provision does not affect the remaining provisions.
Entire agreement: this Agreement (and the documents referred to in it, including the Disclosure Letter and any schedules) constitutes the entire agreement and supersedes all prior negotiations, representations and arrangements.

This Agreement is governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction over any dispute arising from or connected with this Agreement, save that either party may seek injunctive relief in any court of competent jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.