The Purchase And Sale Agreement Business is a fundamental transaction document used in Canadian business acquisitions and sales. It is essential when one entity wishes to acquire another entity's business operations, assets, or shares. This agreement is structured to comply with both federal and provincial Canadian legislation, including the Competition Act, Sale of Goods Act, and relevant tax laws. The document comprehensively addresses all aspects of the transaction, from initial purchase terms to post-closing obligations, including detailed schedules of assets, liabilities, and material contracts. It's particularly crucial for protecting both parties' interests by clearly defining what is being sold, the purchase price, payment terms, representations and warranties, and indemnification provisions. The agreement should be customized based on the specific transaction structure, industry requirements, and provincial jurisdiction where the business operates.
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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the agreement
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Purchase and Sale: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and adjustments
6. Closing: Closing date, location, and mechanics of the transaction
7. Seller's Representations and Warranties: Statements of fact and assurances about the business, assets, and operations
8. Buyer's Representations and Warranties: Statements regarding buyer's capacity and authority to complete the transaction
9. Conditions Precedent: Conditions that must be satisfied before closing
10. Covenants: Promises by parties regarding pre-closing and post-closing obligations
11. Indemnification: Terms for compensation for losses arising from breaches or claims
12. Termination: Circumstances under which the agreement can be terminated
13. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures
1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities - include when seller might compete
2. Employee Matters: Terms regarding transfer or termination of employees - include when employees are material to the transaction
3. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant asset
4. Real Estate: Provisions regarding property transfer or lease assignment - include when real estate is involved
5. Environmental Matters: Environmental representations and indemnities - include for businesses with environmental risks
6. Transition Services: Terms for post-closing operational support - include when seller's assistance is needed post-closing
7. Earn-out Provisions: Structure for additional contingent payments - include when part of purchase price is performance-based
8. Third Party Consents: Process for obtaining required third party approvals - include when material contracts require consent
1. Schedule A - Purchased Assets: Detailed list of all assets included in the sale
2. Schedule B - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule C - Assumed Liabilities: Detailed list of liabilities buyer will assume
4. Schedule D - Excluded Liabilities: List of liabilities specifically excluded from assumption
5. Schedule E - Material Contracts: List of important contracts being assigned or transferred
6. Schedule F - Intellectual Property: Detailed list of IP assets included in the sale
7. Schedule G - Real Property: Details of owned or leased real estate
8. Schedule H - Employee Information: List of employees and their key employment terms
9. Schedule I - Required Consents: List of third party consents needed for closing
10. Schedule J - Purchase Price Allocation: Breakdown of purchase price across asset categories
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