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Conditional Contract To Sell Template for Canada

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Key Requirements PROMPT example:

Conditional Contract To Sell

I need a Conditional Contract to Sell for the purchase of a manufacturing facility in Ontario, with the sale being conditional upon obtaining environmental clearance and securing financing by March 2025.

Document background
The Conditional Contract to Sell is a crucial legal instrument in Canadian business and property transactions where parties wish to establish a binding agreement subject to the fulfillment of specific conditions. This document type is commonly used in situations where due diligence, financing, regulatory approvals, or other prerequisites must be satisfied before the sale can be completed. It provides protection for both parties by clearly defining the conditions precedent, establishing timelines for their fulfillment, and specifying the rights and obligations of each party during the conditional period. The agreement must comply with both federal Canadian contract law principles and applicable provincial regulations, particularly regarding property transfer, consumer protection, and specific industry requirements. It is essential for complex transactions where certainty is required but flexibility is needed to address contingencies before final completion.
Suggested Sections

1. Parties: Identification and details of the Seller and Buyer, including full legal names and addresses

2. Background: Context of the transaction and brief description of the subject matter of sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the property or goods being sold

5. Purchase Price: The agreed purchase price and payment terms

6. Conditions Precedent: Specific conditions that must be satisfied before the sale becomes binding

7. Timeline for Condition Fulfillment: Deadlines and processes for satisfying the conditions

8. Seller's Representations and Warranties: Statements of fact and promises made by the seller regarding the subject matter

9. Buyer's Representations and Warranties: Statements of fact and promises made by the buyer regarding their capacity to purchase

10. Rights and Obligations During Conditional Period: Parties' respective rights and responsibilities while conditions are pending

11. Completion Process: Steps to be taken upon satisfaction of conditions to complete the sale

12. Default and Remedies: Consequences of breach and available remedies to parties

13. Notices: How formal communications between parties should be made

14. General Provisions: Standard contract clauses including governing law, amendment process, and severability

Optional Sections

1. Deposit Terms: Include when a deposit is required as part of the transaction

2. Financing Arrangements: Include when the purchase is subject to obtaining financing

3. Due Diligence Requirements: Include when buyer requires specific investigation rights

4. Environmental Matters: Include when the sale involves property with potential environmental concerns

5. Intellectual Property Rights: Include when the sale involves assets with associated IP rights

6. Employee Matters: Include when the sale involves business assets with employee considerations

7. Tax Matters: Include when special tax considerations need to be addressed

8. Insurance Requirements: Include when specific insurance must be maintained during conditional period

Suggested Schedules

1. Schedule A - Property Description: Detailed technical description of the property or goods being sold

2. Schedule B - Purchase Price Calculation: Detailed breakdown of the purchase price components

3. Schedule C - Condition Satisfaction Criteria: Specific criteria for determining when conditions have been met

4. Schedule D - Required Documents: List of documents required for closing

5. Schedule E - Permitted Encumbrances: List of acceptable liens or encumbrances on the property

6. Appendix 1 - Form of Closing Certificate: Template certificate confirming satisfaction of conditions

7. Appendix 2 - Form of Transfer Documents: Template documents required for transferring ownership

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































Clauses






























Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Agriculture

Mining

Professional Services

Construction

Automotive

Energy

Healthcare

Hospitality

Relevant Teams

Legal

Finance

Procurement

Sales

Business Development

Risk Management

Compliance

Operations

Real Estate

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Contract Manager

Business Development Manager

Real Estate Manager

Property Manager

Procurement Manager

Sales Director

Commercial Director

Risk Manager

Compliance Officer

Operations Manager

Project Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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