Unit Purchase Agreement Template for Canada

1. Financing Conditions: Include when purchaser requires financing to complete the transaction

2. Regulatory Approval: Required when the transaction needs governmental or regulatory approvals

3. Environmental Matters: Include for real property units with potential environmental concerns

4. Employee Matters: Include when the purchase involves business units with employees

5. Intellectual Property: Include when the units being purchased include or relate to IP rights

6. Tax Matters: Include detailed tax provisions when complex tax implications exist

7. Foreign Investment Provisions: Include when purchaser is a non-Canadian entity

8. Right of First Refusal: Include when other unit holders have ROFR rights

9. Management Transition: Include when the purchase requires management handover

1. Schedule A - Description of Units: Detailed description of the units being purchased, including registration numbers or identifiers

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price across different unit classes or assets if applicable

3. Schedule C - Closing Deliverables: Comprehensive list of documents and items to be delivered at closing

4. Schedule D - Representations and Warranties: Detailed representations and warranties of both parties

5. Schedule E - Encumbrances: List of any liens, charges, or encumbrances affecting the units

6. Schedule F - Required Consents: List of third-party or regulatory consents required for the transaction

7. Appendix 1 - Form of Transfer Documents: Templates of documents required to transfer the units

8. Appendix 2 - Due Diligence Documents: List or copies of key due diligence documents

9. Appendix 3 - Regulatory Filings: Copies of required regulatory forms and filings