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Business Deed Of Sale
"I need a Business Deed of Sale for transferring my Toronto-based software development company, including all intellectual property rights and client contracts, with completion planned for March 2025 and a 6-month transition period where I'll provide technical consulting to the buyer."
1. Parties: Identification of the Vendor and Purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the deed
4. Sale and Purchase: Core terms of the transaction, including what is being sold and the agreed purchase price
5. Purchase Price and Payment: Detailed breakdown of the purchase price, payment terms, and method of payment
6. Completion: Details of the completion date, location, and requirements for closing the transaction
7. Assets Included: Comprehensive list of assets included in the sale
8. Vendor's Warranties: Warranties and representations made by the vendor regarding the business and assets
9. Purchaser's Warranties: Warranties and representations made by the purchaser
10. Employee Matters: Treatment of employees and related liabilities
11. Handover: Process for transferring control and possession of the business
12. Confidentiality: Obligations regarding confidential information
13. Governing Law: Specification of applicable Canadian law and jurisdiction
14. Execution: Formal execution clauses and signature blocks
1. Intellectual Property: Specific provisions for transfer of intellectual property, if significant IP assets exist
2. Lease Assignment: Terms for assignment of business premises lease, if applicable
3. Non-Competition: Restrictions on vendor's future business activities, if agreed
4. Environmental Matters: Environmental warranties and indemnities, particularly important for manufacturing or industrial businesses
5. Transition Services: Terms for post-completion assistance from vendor, if required
6. Third Party Consents: Process for obtaining necessary third-party approvals, if required
7. Earn-out Provisions: Structure for additional payments based on future performance, if part of the deal
8. Tax Elections: Specific tax elections and allocations, if relevant to the transaction structure
1. Asset Register: Detailed inventory of all physical assets included in the sale
2. Financial Statements: Recent financial statements of the business
3. Employee Information: List of employees, their roles, and employment terms
4. Contracts and Agreements: List of all business contracts being transferred
5. Intellectual Property Register: Details of all IP rights included in the sale
6. Property Details: Information about owned or leased premises
7. Excluded Assets: List of assets specifically excluded from the sale
8. Outstanding Liabilities: Schedule of liabilities and how they will be handled
9. Required Consents: List of third-party consents needed for the transfer
Authors
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Completion
Asset Transfer
Liabilities Assumption
Vendor Warranties
Purchaser Warranties
Indemnification
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
GST/HST Compliance
Real Property
Assignment of Contracts
Third Party Consents
Business Operations
Transition Services
Records and Access
Insurance
Environmental Matters
Regulatory Compliance
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Severability
Entire Agreement
Further Assurances
Survival
Assignment
Costs and Expenses
Counterparts
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Real Estate
Wholesale Distribution
Transportation and Logistics
Agriculture
Mining and Resources
Entertainment and Media
Education and Training
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Operations
Tax
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Business Owner
Corporate Lawyer
Legal Counsel
Business Broker
Mergers & Acquisitions Director
Due Diligence Manager
Commercial Director
Finance Director
Business Development Manager
Risk Manager
Compliance Officer
Operations Director
Company Secretary
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