The Contract For Sale Of Business Assets is a vital document used in Canadian business transactions when a company or individual wishes to acquire specific assets of a business rather than purchasing shares or the entire corporate entity. This approach is particularly useful when buyers want to select specific assets and avoid certain liabilities, or when tax considerations make an asset purchase more advantageous. The document must comply with both federal and provincial Canadian legislation, including tax laws, employment standards, and industry-specific regulations. It typically includes detailed schedules of assets, provisions for employee transitions, tax allocations, and warranties. This type of agreement is commonly used in both small business transactions and larger corporate restructurings, requiring careful consideration of GST/HST implications, bulk sales legislation (where applicable), and securities regulations.
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1. Parties: Identification of the seller and purchaser, including full legal names and registered addresses
2. Background: Context of the transaction, brief description of the business and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the assets, including the general nature of what is being sold
5. Purchase Price: Statement of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Details of when, where and how completion will take place, including deliverables
9. Warranties: Seller's warranties regarding the assets, business, and authority to sell
10. Tax Matters: Treatment of tax liabilities, allocations, and indemnities
11. Employees: Treatment of employees and related liabilities
12. Confidentiality: Obligations regarding confidential information
13. Post-Completion Obligations: Ongoing obligations after completion, including transition support
14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Non-Competition: Restrictions on seller's future business activities, used when protecting goodwill is crucial
2. Intellectual Property: Specific provisions for IP transfer and protection, used when significant IP assets are involved
3. Real Property: Specific provisions for real estate transfer, used when real property is included in the sale
4. Environmental Matters: Environmental warranties and indemnities, used when business has environmental risks
5. Third Party Consents: Process for obtaining required third party consents, used when key contracts require consent for transfer
6. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent
7. Transition Services: Details of post-completion services provided by seller, used when complex transition needed
1. Schedule of Assets: Detailed list of all assets being transferred
2. Excluded Assets: List of assets specifically excluded from the sale
3. Assumed Liabilities: Details of liabilities being assumed by the purchaser
4. Employee Information: List of transferring employees and their key employment terms
5. Material Contracts: List of key contracts being transferred
6. Intellectual Property: Details of all IP assets being transferred
7. Properties: Details of any real property included in the sale
8. Form of Transfer Documents: Templates for specific transfer documents required at completion
9. Warranties: Detailed warranties given by the seller
10. Completion Obligations: Detailed list of documents and actions required at completion
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