Strictly private and confidential To: [Insert potential seller name] [Insert potential seller address] FAO: [Insert name of relevant contact at the potential seller] Date: [insert date] An exclusivity letter aims to prevent the seller from negotiating with a third party other than the potential buyer for a fixed period of time. It gives this potential buyer a certain commercial advantage over other potential buyers, as it has the fixed period within which to evaluate and negotiate the purchase of the company or group without the threat of competing buyers. It also minimises the potential buyer's risk of wasting management time and professional fees. An exclusivity letter does not compel the seller to enter into negotiations; nor does it prevent the seller from walking away from negotiations or selling to a third party at the end of the exclusivity period. Dear [Insert name of relevant contact at the potential seller], Proposed acquisition of the entire issued share capital of [insert target company name] Limited (the Company) from [insert seller name] (the Seller) Paragraph 1—Introduction The

This Practice Note links to content on the proper execution of deeds and simple contracts by partnerships and limited partnerships, including guidance and Precedent clauses. Partnerships Execution formalities and clauses For guidance on the proper execution of simple contracts and deeds for

This Practice Note summarises the law, guidance and practice relating to the execution of simple contracts and deeds in Ireland. It includes an outline of the key differences between simple contracts and deeds and the requirements for execution. It also considers counterparts and virtual closings, electronic signatures powers of attorney, deed of variation, Irish Collective Asset-management Vehicles (IVACs) and property transactions. Creating a contract A contract is a legally enforceable agreement that grants rights and creates obligations between two or more parties. In essence, there are four key requirements that must be satisfied before a contract is formed: • an offer must have been made • that offer must have been accepted • valuable consideration must be given for the contract performance, and • the parties must intend to be legally bound Contracts can be: • oral • written • a mixture of oral and written, or • by deed The general rule is that contracts do not have to be in writing to be enforceable. As an exception to the general

Ireland—Execution clause—limited partnership—contract—Drafting Notes These precedent execution clauses are for use by a limited partnership entering into a simple contract (rather than a deed). Two alternative execution clauses are given for a contract signed: • by an individual general partner, and • on behalf of a corporate general partner Limited partnership The Limited Partnership Act 1907 (Ireland) (LPA 1907 (IRL)) provides for the creation of a partnership in which some partners have limited liability for the debts of the firm. Their liability is limited to the extent of their contribution. The General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 (Limited Partnerships Bill 2024) published by the Department of Enterprise, Trade and Employment in 2024 will, if enacted, repeal and replace the LPA 1907 (IRL). Limited partnerships registered under the LPA 1907 (IRL) will be required to comply with the new registration requirements within twelve months of notice from the Registrar (to be issued within thirty months of commencement of the new Act). LPA 1907 (IRL), s 4 provides that a limited partnership must

Execution clause—limited partnership (Ireland)—Deed (drafting notes) These precedent execution clauses are for use by a limited partnership entering into a deed (rather than a simple contract). Four alternative execution clauses are given for a deed executed by: • an individual general partner in the presence of a witness • a person at an individual general partner’s direction given in the presence of a witness who attests the signature • an individual general partner whose signature is acknowledged by them in the presence of a witness who attests the signature • a corporate general partner Limited partnership The Limited Partnership Act 1907 (Ireland) (LPA 1907 (IRL)) provides for the creation of a partnership in which some partners have limited liability for the debts of the firm. Their liability is limited to the extent of their contribution. The General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 (Limited Partnerships Bill 2024) published by the Department of Enterprise, Trade and Employment in 2024 will, if enacted, repeal and replace the LPA 1907 (IRL). Limited partnerships registered under the LPA 1907 (IRL) will

This Precedent is an execution clause for use by a partner on behalf of the partnership when entering into a simple contract (rather than a deed). Such a document may be executed by a partner acting under the authority of the partnership, whether express or implied. Partnerships Partnerships in Ireland are governed by the Partnership Act 1890 (Ireland) (PA 1890 (IRL)) and should be distinguished with limited partnerships which are encompassed by the Limited Partnerships Act 1907 (Ireland) (LPA 1907 (IRL)). For guidance on execution of contracts by limited partnerships, see Practice Note: Ireland—Execution formalities—limited partnerships. PA 1890 (IRL) is largely unamended since its enactment in 1890 and also remains in use in the United Kingdom. PA 1890, s 1 defines a partnership as ’the relation which subsists between persons carrying on business in common with a view to profit’. In effect, a partnership requires: • two or more persons • to carry on a ‘business’ • in common • with a view to making profit Partnerships do not have a separate

These precedent execution clauses are for use by a partnership entering into a deed (rather than a simple contract). Two alternative execution clauses are given: one for a deed executed: • as a deed by all partners • as a deed by one partner under a power of attorney granted by all partners Partnerships Partnerships in Ireland are governed by the Partnership Act 1890 (Ireland) (PA 1890 (IRL)) and should be distinguished from limited partnerships which are encompassed by the Limited Partnerships Act 1907 (Ireland) (LPA 1907 (IRL)). For guidance on execution of contracts by limited partnerships, see Practice Note: Ireland—Execution formalities—limited partnerships. PA 1890 (IRL) is largely unamended since its enactment in 1890 and also remains in use in the United Kingdom. PA 1890 (IRL), s 1 defines a partnership as ‘the relation which subsists between persons carrying on business in common with a view to profit‘. In effect, a partnership requires: • two or more persons • to carry on a ‘business’ • with a view to making profit Partnerships do not have a separate legal personality; they are simply a

This Practice Note provides practical guidance in respect of the execution of documents by third parties acting under a power of attorney, with a focus on the key provisions of the Powers of Attorney Act 1996 (Ireland) (POAA 1996 (IRL)). What is a power of attorney? A power of attorney is an instrument (generally a deed) signed by or on the direction of the donor which grants another individual (the attorney), the authority to act on the donor’s behalf in accordance with the terms of the instrument. POAA 1996 (IRL), which came into force on 1 August 1996, outlines the legal requirements for the creation of a valid power of attorney. It is important for practitioners to understand the requirements for the appointment of attorneys and for the execution of documents under a power of attorney. There could be unintended consequences for contracting parties if an attorney is not validly appointed, does not act within the scope of its authority or fails to execute documents correctly. A

This Practice Note provides practical guidance regarding the execution of simple contracts and deeds by limited partnerships formed under the Limited Partnerships Act 1907 (Ireland) (LPA 1907 (IRL)). It considers the requirements for contracting with a limited partnership. It also considers the authority of general partners to execute simple contracts and deeds as well as the formal requirements of execution of simple contracts and deeds by a limited partnership. It looks at when a document should be executed as a deed and other practical considerations for limited partnerships entering into contracts and deeds. What is a limited partnership? The LPA 1907 (IRL) provides for the creation of a partnership in which some partners have limited liability for the debts of the firm. Their liability is limited to the extent of their contribution. LPA 1907 (IRL), s 4 provides that a limited partnership must consist of at least one general partner and one limited partner. The partnership should not generally consist of more than 20 persons or, if carrying on the business of banking, of more than ten

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for general partnerships. For information relating to execution by limited partnerships, see Practice Note: Ireland—Execution formalities—limited partnerships. Quick view The table below provides a brief overview of the execution formalities applicable to partnerships. For further information, navigate to the document type using the links in the first column. Document type Can be made: Document can be executed by: Precedents Simple contracts On behalf of the partnership. The signature of a partner acting under the authority of the partnership, express or implied. Ireland—Execution clause—partnership—contract Deeds On behalf of the partnership. Execution as a deed by all partners. Ireland—Execution clause—partnership—deed (Option 1) Execution as a deed by one partner under a power of attorney granted by all partners. Ireland—Execution clause—partnership—deed (Option 2) Authority A general partnership is not a separate legal entity but is a relationship between persons carrying on a business in common with a view of profit. As it is not a separate legal entity,

An extraordinary general meeting (EGM) must satisfy certain requirements set out in the Companies Act 2014 (Ireland) (CA 2014 (IRL)) and the company’s constitution. These requirements include sending a notice of the meeting (which complies with the statutory content requirements) in the correct form to everyone who is entitled to receive it, and ensuring that sufficient notice of the meeting is given. This Practice Note focuses on EGMs, however the CA 2014 (IRL) uses the term ‘general meeting’ where the provision applies to both AGMs and EGMs. Accordingly, this note refers to ‘general meetings’ where the provisions are generally applicable to all general meetings. Who is entitled to receive notice of an EGM? Notice of an EGM should be sent to all persons entitled to receive it. Failure to give notice to those entitled to receive it may invalidate the meeting. Accordingly, identifying the persons entitled to receive notice is an important undertaking. The task will invariably be easier where the company is a small private company with only one class

This Practice Note provides an overview of the rules in relation to factual evidence in a civil action in the Irish courts. It covers relevancy and admissibility of factual evidence, gathering factual evidence, disclosing factual evidence to other parties, privilege, placing and presenting factual evidence before the court. This Practice Note deals with factual evidence in a civil action in the Irish courts. It covers: • Relevancy and admissibility of factual evidence • Gathering factual evidence • Disclosing factual evidence to other parties in the action • Privilege • Placing factual evidence before the court • Presenting factual evidence at trial Relevancy and admissibility of factual evidence Factual evidence can only be given in court if it is relevant to the issue being determined by the court and admissible in accordance with the rules of evidence. This principle was adopted in Galway City Council v Samuel Kingston Construction Ltd, where the Supreme Court stated: ‘The exclusion of evidence on the ground