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1. Parties: Identifies and provides full legal names and addresses of the seller and purchaser
2. Background: Contextual information about the transaction and the parties' intent to enter into an 'as is' purchase arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the asset(s) being sold and purchased in 'as is' condition
5. Purchase Price and Payment: Specifies the purchase price, payment terms, and method of payment
6. 'As Is' Condition and Disclaimer: Explicit statement that goods are sold 'as is' with all faults and defects, and comprehensive warranty disclaimers
7. Delivery and Transfer of Title: Specifies delivery terms, timing, and process for transfer of title
8. Seller's Representations: Limited representations about ownership and authority to sell
9. Buyer's Acknowledgments: Buyer's confirmation of inspection opportunity and acceptance of 'as is' condition
10. Risk and Insurance: Transfer of risk and insurance responsibilities
11. Governing Law: Specifies Canadian law as governing law and jurisdiction
12. General Provisions: Standard boilerplate including entire agreement, amendments, severability, and notices
1. Inspection Period: Used when buyer is given a specific period to inspect the goods before finalizing the purchase
2. Intellectual Property: Include when the purchase involves assets with associated intellectual property rights
3. Environmental Matters: Required when selling assets that may have environmental implications or hazards
4. Confidentiality: Include when transaction involves sensitive information or trade secrets
5. Security Interest: Include when purchase price is paid in installments or involves financing
6. Export Controls: Required when goods may be subject to export regulations
7. Third Party Consents: Include when transfer requires approval from third parties
8. Broker Fees: Include when brokers or agents are involved in the transaction
1. Schedule A - Description of Assets: Detailed description of all assets being sold, including conditions, defects, and current state
2. Schedule B - Purchase Price Allocation: Breakdown of purchase price across different assets if multiple items involved
3. Schedule C - Known Defects: List of known defects or issues with the assets
4. Schedule D - Delivery Details: Specific instructions for delivery, including timing, location, and responsible parties
5. Appendix 1 - Photographs: Visual documentation of asset condition at time of sale
6. Appendix 2 - Inspection Reports: Any existing inspection reports or condition assessments
7. Appendix 3 - Title Documents: Copies of relevant title documents or ownership proof
Assets
As Is Condition
Business Day
Closing
Closing Date
Defects
Delivery Location
Effective Date
Encumbrances
Execution Date
Existing Condition
Governing Law
Inspection Period
Known Defects
Latent Defects
Losses
Material Adverse Change
Party/Parties
Patent Defects
Purchase Price
Representatives
Risk of Loss
Seller's Knowledge
Specifications
Term
Territory
Title Documents
Transaction
Transfer Date
Warranties
Working Hours
Amendment
Asset Description
Assignment
As Is Disclaimer
Authority
Broker
Compliance with Laws
Confidentiality
Counterparts
Delivery
Dispute Resolution
Entire Agreement
Environmental
Expenses
Force Majeure
Further Assurances
Governing Law
Indemnification
Inspection Rights
Insurance
Intellectual Property
Liability Limitation
Notices
Payment Terms
Purchase and Sale
Representations and Warranties
Risk of Loss
Severability
Survival
Taxes
Term and Termination
Third Party Rights
Time of Essence
Title Transfer
Waiver
Manufacturing
Industrial Equipment
Automotive
Real Estate
Construction
Agriculture
Mining
Retail
Wholesale Trade
Asset Management
Machinery and Equipment
Technology Hardware
Transportation
Waste Management
Liquidation Services
Legal
Procurement
Operations
Finance
Risk Management
Supply Chain
Asset Management
Commercial
Property Management
Business Development
Compliance
Procurement Manager
Asset Manager
Legal Counsel
Contract Administrator
Business Development Manager
Operations Director
Fleet Manager
Equipment Manager
Facility Manager
Risk Manager
Commercial Director
Supply Chain Manager
Chief Financial Officer
Property Manager
Liquidation Specialist
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