Purchase Price Agreement Template for Canada

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Escrow Arrangements: Include when purchase price or documents need to be held in escrow

3. Third Party Rights: Required when third parties have rights or obligations under the agreement

4. Tax Matters: Detailed tax implications and allocations if significant tax considerations exist

5. Foreign Exchange Provisions: Include when purchase price involves multiple currencies

6. Intellectual Property Rights: Required when IP forms part of the transaction consideration

7. Post-Closing Adjustments: Include when purchase price may be adjusted after closing

8. Security Arrangements: Used when security is required for deferred payments

1. Schedule A - Payment Schedule: Detailed breakdown of payment amounts and dates if installment payments are involved

2. Schedule B - Calculation Methodology: Formula and methods for calculating adjustments or earn-outs

3. Schedule C - Required Consents: List of third-party consents required for the transaction

4. Schedule D - Encumbrances: List of any existing liens or encumbrances affecting the transaction

5. Appendix 1 - Form of Payment Notice: Standard form for providing notice of payments

6. Appendix 2 - Closing Deliverables: List of documents and items to be delivered at closing

7. Appendix 3 - Tax Elections: Forms and details for any tax elections being made

8. Appendix 4 - Security Documentation: Forms of security documents if applicable