The Asset Acquisition Agreement is a fundamental transaction document used in Canadian business practice when one party wishes to acquire specific assets from another party without purchasing the entire business entity. This agreement is essential for transactions ranging from simple equipment purchases to complex multi-asset acquisitions, requiring compliance with both federal and provincial regulations. The document typically includes detailed schedules of assets, price allocation, representations and warranties, and specific provisions addressing tax, employment, and regulatory requirements. It's particularly important in Canadian jurisdictions where asset sales may trigger specific provincial requirements, such as bulk sales legislation (where applicable), employment standards considerations, and provincial security registration requirements. The agreement must be carefully structured to address Canadian tax implications, including GST/HST considerations and potential capital gains tax impacts.
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1. Parties: Identifies and provides full legal names and details of the buyer and seller
2. Background: Provides context for the transaction and brief description of the business and assets being acquired
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Describes the transaction structure and basic agreement to purchase and sell the assets
5. Purchase Price and Payment: Details the purchase price, payment terms, adjustments, and any escrow arrangements
6. Purchased Assets: Comprehensive description of assets being acquired
7. Excluded Assets: Clear identification of assets explicitly excluded from the transaction
8. Assumed Liabilities: Specifies which liabilities the buyer will assume
9. Excluded Liabilities: Identifies liabilities that remain with the seller
10. Seller's Representations and Warranties: Seller's statements about the business, assets, and other material matters
11. Buyer's Representations and Warranties: Buyer's statements about its authority and ability to complete the transaction
12. Covenants: Pre-closing and post-closing obligations of both parties
13. Closing Conditions: Conditions that must be satisfied before closing
14. Closing: Mechanics of closing, including timing, deliverables, and processes
15. Indemnification: Terms for compensation for losses arising from breaches or other specified events
16. Termination: Circumstances under which the agreement can be terminated
17. General Provisions: Standard legal provisions including governing law, notices, amendments, etc.
1. Employee Matters: Required when employees are being transferred or when employment arrangements need to be addressed
2. Intellectual Property: Detailed section needed when IP assets are a significant part of the transaction
3. Real Property: Required when real estate assets are included in the transaction
4. Environmental Matters: Important when acquiring industrial assets or properties with potential environmental concerns
5. Tax Matters: Detailed tax section needed for complex tax structures or significant tax implications
6. Transition Services: Required when seller will provide post-closing services to buyer
7. Non-Competition: Important when protecting against seller competition post-closing
8. Purchase Price Adjustment: Required for transactions with post-closing price adjustments
9. Regulatory Compliance: Needed for heavily regulated industries or assets
10. Financing Cooperation: Required when buyer needs seller's cooperation for transaction financing
1. Schedule A - Purchased Assets: Detailed inventory and description of all assets being purchased
2. Schedule B - Excluded Assets: Detailed list of assets explicitly excluded from the transaction
3. Schedule C - Assumed Liabilities: Detailed list of liabilities being assumed by buyer
4. Schedule D - Excluded Liabilities: Detailed list of liabilities remaining with seller
5. Schedule E - Purchase Price Allocation: Breakdown of purchase price allocation across asset categories
6. Schedule F - Required Consents: List of third-party consents required for closing
7. Schedule G - Intellectual Property: Detailed list of IP assets included in the transaction
8. Schedule H - Material Contracts: List of material contracts being assigned or assumed
9. Schedule I - Real Property: Details of real property assets included in the transaction
10. Schedule J - Employee Information: List of transferring employees and related information
11. Appendix 1 - Form of Bill of Sale: Form document for transferring title to personal property
12. Appendix 2 - Form of Assignment and Assumption Agreement: Form document for assigning contracts and assuming liabilities
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