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Absolute Agreement Of Sale
"I need an Absolute Agreement of Sale for the purchase of a commercial property in Ontario, Canada, with a completion date of March 15, 2025, including provisions for existing tenant agreements and environmental compliance requirements."
1. Parties: Identifies and defines the Vendor and Purchaser with full legal names and addresses
2. Background: Establishes the context of the sale and confirms the Vendor's ownership of the subject matter
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Clearly states the absolute and unconditional nature of the sale and purchase obligation
5. Purchase Price: States the agreed purchase price and payment terms
6. Completion: Specifies the completion date and mechanics of closing the transaction
7. Title and Risk: Addresses when title passes and risk transfers to the Purchaser
8. Vendor's Representations and Warranties: Sets out the Vendor's core representations about ownership and right to sell
9. Purchaser's Representations and Warranties: Sets out the Purchaser's representations regarding authority to purchase and financial capacity
10. Closing Deliverables: Lists all documents and items to be delivered at completion
11. Notices: Specifies how formal notices under the agreement must be given
12. General Provisions: Contains standard boilerplate clauses including governing law, entire agreement, and amendments
1. Tax Matters: Include when there are specific tax implications or allocations to be addressed
2. Third Party Consents: Include when the sale requires consent from any third parties
3. Intellectual Property: Include when the sale involves any IP rights
4. Employee Matters: Include when the sale involves transfer of employees or employment obligations
5. Environmental Matters: Include when selling property with potential environmental concerns
6. Transition Services: Include when the Vendor needs to provide post-completion services
7. Non-Competition: Include when restricting Vendor's future competitive activities is relevant
8. Survival: Include when certain provisions need to survive completion
1. Schedule A - Description of Property: Detailed description of the property or assets being sold
2. Schedule B - Purchase Price Allocation: Breakdown of the purchase price across different assets if applicable
3. Schedule C - Permitted Encumbrances: List of any permitted liens or encumbrances on the property
4. Schedule D - Form of Transfer Documents: Forms of documents required to transfer title
5. Schedule E - Closing Agenda: Detailed list of closing steps and requirements
6. Appendix 1 - Title Documents: Copies of relevant title documents and certificates
7. Appendix 2 - Due Diligence Reports: Relevant inspection or assessment reports
Authors
Applicable Law
Assets
Business Day
Closing
Closing Date
Closing Time
Completion
Consideration
Effective Date
Encumbrance
Execution Date
Governmental Authority
Liabilities
Losses
Material Adverse Change
Notice
Parties
Permitted Encumbrances
Person
Property
Purchase Price
Purchaser
Representatives
Sale Documents
Taxes
Third Party
Time of Closing
Title Documents
Transaction
Transfer Documents
Vendor
Vendor's Solicitors
Purchaser's Solicitors
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Title Transfer
Risk Transfer
Vendor Representations and Warranties
Purchaser Representations and Warranties
Closing Conditions
Closing Mechanics
Property Inspection
Due Diligence
Vendor Covenants
Purchaser Covenants
Indemnification
Confidentiality
Assignment
Force Majeure
Termination
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Further Assurances
Costs and Expenses
Time of Essence
Survival
Counterparts
Electronic Execution
Real Estate
Manufacturing
Retail
Professional Services
Technology
Agriculture
Industrial
Mining
Construction
Healthcare
Hospitality
Transportation
Energy
Legal
Finance
Operations
Procurement
Risk Management
Compliance
Real Estate
Business Development
Corporate Development
Asset Management
Investment
Property Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Real Estate Manager
Property Manager
Business Development Manager
Procurement Manager
Asset Manager
Operations Director
Commercial Director
Investment Manager
Risk Manager
Contract Administrator
Legal Counsel
Transaction Manager
Compliance Officer
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