The Asset Purchase Agreement Employees is a specialized legal document used in Canadian business transactions where a significant component of the deal involves the transfer of employees alongside business assets. This document becomes necessary when businesses engage in asset sales that trigger successor employer obligations under Canadian law. It addresses critical aspects such as employment continuity, benefit transfers, and pension arrangements, while ensuring compliance with both federal and provincial employment standards. The agreement is particularly important as it helps navigate the complex requirements of Canadian employment law, including notice obligations, recognition of prior service, and the transfer of employment-related liabilities. It includes specific provisions for employee consent, privacy protection, and union obligations where applicable, making it essential for transactions where workforce transition is a key component of the asset purchase.
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1. Parties: Identification of the vendor and purchaser
2. Background: Context of the transaction including business description and purpose
3. Definitions: Defined terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including assets being purchased and excluded assets
5. Purchase Price: Price, payment terms, and adjustments
6. Employee Matters: Terms regarding transfer of employees, including offers of employment, service recognition, and benefits continuation
7. Closing: Closing mechanics, conditions, and deliverables
8. Representations and Warranties: Vendor and purchaser representations, including specific employee-related warranties
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Employee-Related Covenants: Specific commitments regarding employee treatment, benefits, and transitions
11. Indemnification: Indemnities and liability allocation between parties
12. Termination: Circumstances allowing agreement termination and consequences
13. General Provisions: Standard boilerplate provisions including governing law, notices, and amendments
1. Union and Collective Agreement Provisions: Required when unionized employees are involved in the transfer
2. Pension Plan Transfer: Required when dealing with transfer of pension plans or pension assets
3. Immigration Matters: Required when foreign workers are involved in the transfer
4. Transition Services: Required when vendor will provide post-closing transition support
5. Non-Competition: Optional restrictions on vendor's future business activities
6. Earn-out Provisions: Required when purchase price includes performance-based components
7. Shared Services: Required when certain services or facilities will be shared post-closing
8. Multi-jurisdictional Provisions: Required when assets or employees are in multiple provinces
1. Schedule A - Purchased Assets: Detailed list of assets being transferred
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the transaction
3. Schedule C - Transferred Employees: List of employees being transferred with relevant details
4. Schedule D - Employment Terms: Standard terms of employment offers to transferred employees
5. Schedule E - Employee Benefits: Details of benefit plans and transition arrangements
6. Schedule F - Assumed Contracts: List of employment and other contracts being assumed
7. Schedule G - Required Consents: List of required employee and third-party consents
8. Schedule H - Outstanding Employee Claims: List of ongoing employment claims or disputes
9. Schedule I - Vendor Employee Plans: Details of vendor's existing employee benefit plans
10. Schedule J - Form of Employee Offer Letter: Template for employment offers to transferred employees
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