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Asset Purchase Agreement Employees
"Need an Asset Purchase Agreement Employees for the acquisition of a unionized manufacturing facility in Ontario, with 250 employees to be transferred, closing planned for March 2025, including specific provisions for pension plan transfers and collective agreement continuation."
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
Authors
Purchase Price
Payment Terms
Employment Transfer
Service Recognition
Benefit Continuation
Pension Arrangements
Collective Agreement Compliance
Privacy Protection
Confidentiality
Non-Competition
Non-Solicitation
Employee Records Transfer
Representations and Warranties
Due Diligence
Employee Claims
Indemnification
Severance Obligations
Union Recognition
Health and Safety
Insurance
Tax Matters
Employee Consents
Transition Services
Integration Planning
Termination Rights
Force Majeure
Dispute Resolution
Governing Law
Assignment
Amendment
Entire Agreement
Notices
Severability
Employee Benefits
Workers Compensation
Immigration Compliance
Successor Rights
Labour Relations
Closing Conditions
Post-Closing Adjustments
Manufacturing
Retail
Technology
Professional Services
Healthcare
Financial Services
Energy
Mining
Transportation
Telecommunications
Construction
Hospitality
Education
Real Estate
Legal
Human Resources
Finance
Mergers & Acquisitions
Compliance
Employee Relations
Benefits Administration
Labor Relations
Corporate Development
Risk Management
Chief Legal Officer
General Counsel
HR Director
Employment Lawyer
Corporate Lawyer
M&A Lawyer
HR Manager
Benefits Manager
Compensation Specialist
Labor Relations Manager
Chief Human Resources Officer
Chief Financial Officer
Transaction Manager
Due Diligence Manager
Integration Manager
Compliance Officer
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