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1. Parties: Identifies and provides full legal names and addresses of the seller and purchaser
2. Background: Establishes the context of the sale and basic premises of the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Sale and Purchase: Core provision stating the seller's agreement to sell and buyer's agreement to purchase the specified property
5. Description of Property: Detailed description of the goods being sold, including identification numbers, condition, and specifications
6. Purchase Price: States the agreed purchase price and breaks down any components of the price
7. Payment Terms: Specifies how and when payment will be made, including any deposits or installments
8. Closing: Details of when and how the sale will be completed and property transferred
9. Seller's Representations and Warranties: Seller's statements about the condition and ownership of the property
10. Buyer's Representations and Warranties: Buyer's statements about their ability to complete the purchase
11. Title Transfer: Specifics about how and when title will transfer to the buyer
12. Risk of Loss: Determines which party bears the risk of loss or damage before closing
13. Governing Law: Specifies that Canadian law governs the agreement and which province's laws apply
14. Execution: Signature block and execution requirements
1. Inspection Rights: Include when buyer wishes to inspect the property before closing
2. Security Interest: Include when seller retains security interest until full payment is received
3. Insurance: Include when specific insurance requirements are needed during transition of ownership
4. Tax Matters: Include when there are specific tax considerations or allocations
5. Condition Precedents: Include when the sale is subject to specific conditions being met
6. Assignment Rights: Include when either party may need to assign their rights under the agreement
7. Regulatory Compliance: Include when the sale involves regulated goods or requires specific permits
8. Intellectual Property: Include when the sale includes intellectual property rights
1. Schedule A - Property Description: Detailed technical specifications, photos, or diagrams of the property being sold
2. Schedule B - Purchase Price Breakdown: Itemized breakdown of the purchase price if multiple items or components are involved
3. Schedule C - Existing Liens or Encumbrances: List of any existing liens, encumbrances, or claims against the property
4. Schedule D - Delivery Terms: Specific details about delivery or pickup arrangements
5. Schedule E - Maintenance Records: Historical maintenance or repair records for the property
6. Appendix 1 - Required Documents: List of documents required for closing
7. Appendix 2 - Regulatory Permits: Copies of relevant permits or regulatory approvals
Applicable Law
Assets
Bill of Sale
Business Day
Closing
Closing Date
Consideration
Deposit
Effective Date
Encumbrance
Event of Default
Execution Date
GST/HST
Governing Law
Intellectual Property Rights
Liens
Material Adverse Change
Party/Parties
Payment Terms
Permitted Encumbrances
Property
Purchase Price
Purchaser
Registration Rights
Related Documents
Representations and Warranties
Seller
Security Interest
Taxes
Third Party
Title Documents
Transaction
Transfer Documents
Warranties
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Delivery
Title Transfer
Representations and Warranties
Condition of Property
Risk of Loss
Security Interest
Taxes
Insurance
Indemnification
Default
Remedies
Force Majeure
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Further Assurances
Survival
Counterparts
Time of Essence
Confidentiality
Authority to Execute
Registration and Filing
Compliance with Laws
Retail
Manufacturing
Automotive
Industrial Equipment
Technology
Agriculture
Construction
Transportation
Marine
Aviation
Real Estate
Small Business
Energy
Mining
Professional Services
Legal
Procurement
Sales
Finance
Operations
Compliance
Risk Management
Asset Management
Business Development
Administrative Services
Corporate Governance
Sales Manager
Procurement Manager
Legal Counsel
Contract Administrator
Business Development Manager
Finance Manager
Operations Manager
Corporate Secretary
Compliance Officer
Risk Manager
Asset Manager
Property Manager
Fleet Manager
Purchase Officer
General Manager
CEO
CFO
COO
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