The Small Business Asset Purchase Agreement is a crucial document used in Canadian business transactions when one party wishes to acquire specific assets of a small business rather than purchasing shares or the entire corporate entity. This agreement is particularly relevant in situations where a buyer wants to acquire selected business assets while leaving behind certain liabilities or unwanted assets. It must comply with both federal Canadian regulations and provincial requirements, making it essential to consider jurisdiction-specific elements such as bulk sales legislation, tax regulations, and employment laws. The document typically includes detailed schedules of assets, price allocation, representations and warranties, and closing conditions. It's commonly used in situations ranging from partial business acquisitions to complete business transfers where an asset purchase structure is preferred over a share purchase.
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1. Parties: Identification of the seller and purchaser, including full legal names and addresses
2. Background: Context of the transaction, brief description of the business and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including description of assets being purchased
5. Purchase Price and Payment: Price, payment terms, adjustments, and allocation of purchase price
6. Closing: Closing date, conditions, and deliverables
7. Seller's Representations and Warranties: Seller's statements about the business, assets, and legal compliance
8. Purchaser's Representations and Warranties: Purchaser's statements about authority and ability to complete the transaction
9. Covenants: Pre-closing and post-closing obligations of both parties
10. Indemnification: Terms for compensating parties for breaches or losses
11. Termination: Circumstances under which the agreement can be terminated
12. General Provisions: Standard clauses including governing law, notices, and amendments
1. Employee Matters: Include when employees are being transferred as part of the transaction
2. Intellectual Property: Include when significant IP assets are being transferred
3. Real Property: Include when real estate assets or leases are being transferred
4. Environmental Matters: Include when business involves environmental risks or permits
5. Tax Matters: Include when complex tax structures or elections are involved
6. Transition Services: Include when seller will provide post-closing operational support
7. Non-Competition: Include when restricting seller's future business activities
8. Third Party Consents: Include when material contracts require consent for assignment
1. Schedule A - Purchased Assets: Detailed inventory of all assets being purchased
2. Schedule B - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule C - Assumed Liabilities: List of liabilities being assumed by purchaser
4. Schedule D - Purchase Price Allocation: Breakdown of purchase price across asset categories
5. Schedule E - Material Contracts: List of key contracts being assigned
6. Schedule F - Intellectual Property: Details of IP assets being transferred
7. Schedule G - Employee Information: List of employees and employment terms
8. Schedule H - Required Consents: List of required third-party consents
9. Schedule I - Encumbrances: List of liens and encumbrances on assets
10. Appendix 1 - Form of Bill of Sale: Template for transferring title to tangible assets
11. Appendix 2 - Form of Assignment and Assumption Agreement: Template for transferring contracts and obligations
Authors
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Technology
Healthcare
Hospitality
Construction
Distribution
Automotive
Real Estate
Food and Beverage
Agriculture
Transportation and Logistics
Relevant Teams
Legal
Finance
Operations
Tax
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Business Development
Executive Leadership
Relevant Roles
Business Owner
CEO
CFO
Corporate Lawyer
Business Development Manager
Financial Controller
Operations Manager
Legal Counsel
Tax Director
M&A Manager
Risk Manager
Compliance Officer
Business Broker
Commercial Director
Integration Manager
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