Assignment Purchase Agreement for Canada

Assignment Purchase Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that facilitates the transfer of rights, assets, or obligations from one party (the assignor) to another (the assignee) for valuable consideration. The document outlines the terms and conditions of the assignment, including the purchase price, payment terms, representations and warranties, and closing conditions. It ensures compliance with both federal and provincial requirements, particularly focusing on property transfer regulations, commercial law provisions, and relevant industry-specific legislation.

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What is a Assignment Purchase Agreement?

The Assignment Purchase Agreement is a vital commercial document used in Canadian business transactions when one party wishes to transfer their rights, assets, or obligations to another party for consideration. This agreement is particularly important in scenarios involving contract rights assignments, receivables purchases, or business asset transfers. The document must comply with Canadian federal and provincial laws, including the Personal Property Security Act, provincial contract law, and relevant commercial legislation. It typically includes detailed provisions on the rights being transferred, purchase price, representations and warranties, conditions precedent, and closing mechanisms. The agreement's structure and content may vary depending on the nature of the assigned rights, industry-specific requirements, and the jurisdictional requirements of specific Canadian provinces.

What sections should be included in a Assignment Purchase Agreement?

1. Parties: Identification of the assignor, assignee, and any other relevant parties to the agreement

2. Background: Context of the assignment, including description of the rights/assets being assigned

3. Definitions: Key terms used throughout the agreement

4. Assignment and Purchase: Core provision detailing what is being assigned and purchased

5. Purchase Price and Payment: Consideration, payment terms, and method of payment

6. Closing: Timing and mechanics of the closing, including conditions precedent

7. Representations and Warranties of Assignor: Assignor's statements about the assigned rights/assets and authority to assign

8. Representations and Warranties of Assignee: Assignee's statements about authority and capacity to accept assignment

9. Covenants: Ongoing obligations of the parties

10. Indemnification: Parties' obligations to protect each other from losses

11. Further Assurances: Obligation to take additional steps to effect the assignment

12. Notices: How formal communications between parties should be made

13. General Provisions: Standard boilerplate provisions including governing law, entire agreement, etc.

What sections are optional to include in a Assignment Purchase Agreement?

1. Third Party Consents: Required when assignment needs approval from other parties

2. Tax Matters: Include when there are specific tax implications or allocations

3. Employee Matters: Necessary when assignment involves transfer of employees

4. Intellectual Property: Include when IP rights are part of the assignment

5. Transition Services: When assignor needs to provide temporary support post-closing

6. Non-Competition: Include restrictions on assignor's future activities if relevant

7. Earn-out Provisions: When part of purchase price is contingent on future performance

8. Bulk Sales Compliance: If assignment involves substantial business assets

What schedules should be included in a Assignment Purchase Agreement?

1. Schedule A - Assigned Rights: Detailed description of rights/assets being assigned

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price across different assets/rights

3. Schedule C - Required Consents: List of third-party consents needed for assignment

4. Schedule D - Excluded Assets/Rights: Items specifically excluded from the assignment

5. Schedule E - Assumed Liabilities: List of liabilities being assumed by assignee

6. Schedule F - Disclosure Schedule: Exceptions to representations and warranties

7. Appendix 1 - Form of Assignment Notice: Template for notifying relevant parties of the assignment

8. Appendix 2 - Closing Documents: List of documents required at closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Clauses
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Energy

Healthcare

Construction

Professional Services

Telecommunications

Mining and Resources

Media and Entertainment

Retail and Consumer Goods

Relevant Teams

Legal

Finance

Business Development

Compliance

Risk Management

Operations

Commercial

Corporate Development

Treasury

Mergers & Acquisitions

Relevant Roles

Legal Counsel

Corporate Lawyer

Contract Manager

Business Development Manager

Chief Legal Officer

Chief Financial Officer

Commercial Director

Transaction Manager

Risk Manager

Compliance Officer

Finance Director

Portfolio Manager

Asset Manager

Investment Manager

Operations Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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