The Standard Asset Purchase Agreement is a fundamental commercial document used in Canadian business transactions for the transfer of assets between parties. This agreement is essential when a business wishes to acquire specific assets rather than shares of a company, providing flexibility in selecting which assets to purchase and which liabilities to assume. It must comply with various Canadian federal and provincial laws, including the Sale of Goods Act, Personal Property Security Act, and relevant tax legislation. The document typically includes detailed schedules of assets, purchase price allocations, representations and warranties, and closing conditions. It's particularly useful in situations where buyers want to avoid assuming all of the seller's liabilities or when only specific business assets are being acquired. The agreement serves as both a record of the transaction and a roadmap for its completion, incorporating necessary protections for both parties while ensuring regulatory compliance.
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1. Parties: Identifies and defines the Vendor(s) and Purchaser(s) with their full legal names and addresses
2. Background: Recitals explaining the context of the transaction and basic information about the assets being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Purchase and Sale: Core transaction terms including the assets being purchased and excluded assets
5. Purchase Price and Payment: Details of the purchase price, payment terms, and any adjustments
6. Closing: Timing and mechanics of the closing, including conditions precedent and closing deliverables
7. Representations and Warranties of the Vendor: Vendor's statements about the assets, business, and authority to sell
8. Representations and Warranties of the Purchaser: Purchaser's statements about authority and capability to complete the purchase
9. Covenants: Ongoing obligations of the parties before and after closing
10. Indemnification: Terms for how parties will compensate each other for breaches or specified losses
11. Termination: Circumstances under which the agreement can be terminated and the consequences
12. General Provisions: Standard legal provisions including notices, governing law, assignment, and amendments
1. Employee Matters: Used when employees are being transferred as part of the asset purchase
2. Intellectual Property: Required when significant IP assets are included in the purchase
3. Environmental Matters: Necessary when the assets include real property or operations with environmental implications
4. Tax Matters: Detailed tax provisions when complex tax implications exist
5. Transition Services: Required when the vendor will provide post-closing operational support
6. Non-Competition and Non-Solicitation: Used when restricting vendor's future business activities is necessary
7. Third Party Consents: Required when material contracts or licenses require consent for transfer
8. Bulk Sales Compliance: Necessary in jurisdictions where Bulk Sales legislation applies
9. Real Property: Required when real estate assets are included in the purchase
1. Schedule A - Purchased Assets: Detailed listing and description of all assets being purchased
2. Schedule B - Excluded Assets: Listing of assets specifically excluded from the transaction
3. Schedule C - Purchase Price Allocation: Breakdown of purchase price allocation across asset categories
4. Schedule D - Assumed Liabilities: Description of liabilities being assumed by the purchaser
5. Schedule E - Excluded Liabilities: Description of liabilities explicitly excluded from the purchase
6. Schedule F - Material Contracts: List of key contracts being assigned or transferred
7. Schedule G - Intellectual Property: Detailed list of IP assets included in the purchase
8. Schedule H - Required Consents: List of third-party consents required for closing
9. Schedule I - Encumbrances: List of existing liens or encumbrances on the assets
10. Schedule J - Employee Information: Details of employees being transferred (if applicable)
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