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Business Buy And Sell Agreement Template for Canada

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Key Requirements PROMPT example:

Business Buy And Sell Agreement

"I need a Business Buy and Sell Agreement for the sale of my software development company based in Ontario, with specific focus on protecting our intellectual property portfolio and ensuring a structured earnout payment over 18 months starting March 2025."

Document background
The Business Buy and Sell Agreement is a fundamental document used in Canadian business transactions when one party wishes to acquire another party's business, either through an asset purchase or share transfer. This agreement is essential for documenting the complete transaction structure, including purchase price, payment terms, assets and liabilities involved, and all parties' obligations. It must comply with various Canadian federal and provincial regulations, including corporate law, tax legislation, competition law, and employment standards. The document is particularly crucial as it provides legal protection for both buyer and seller, ensures clear understanding of what is being transferred, and establishes mechanisms for post-closing adjustments and dispute resolution. It typically includes detailed schedules and exhibits that provide specific information about the business assets, contracts, employees, and other crucial elements of the transaction.
Suggested Sections

1. Parties: Identifies and provides full legal details of the buyer and seller

2. Background: Outlines the context of the transaction, including brief description of the business and parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Details what is being sold (assets or shares) and the agreed purchase price

5. Purchase Price and Payment Terms: Specifies the purchase price, payment structure, and any adjustments

6. Closing: Specifies the closing date and mechanics of completing the transaction

7. Seller's Representations and Warranties: Seller's statements about the business, assets, liabilities, and operations

8. Buyer's Representations and Warranties: Buyer's statements about their capacity and authority to complete the purchase

9. Conditions Precedent: Conditions that must be satisfied before closing

10. Covenants: Ongoing obligations of both parties before and after closing

11. Indemnification: Provisions for compensating parties for breaches or losses

12. Termination: Circumstances under which the agreement can be terminated

13. Confidentiality: Provisions protecting confidential information

14. General Provisions: Standard legal provisions including governing law, notices, and amendments

Optional Sections

1. Employee Matters: Used when employees are being transferred, detailing treatment of employees, benefits, and obligations

2. Intellectual Property: Required when significant IP assets are involved in the transaction

3. Environmental Matters: Necessary for businesses with environmental concerns or compliance requirements

4. Real Estate: Include when real property is part of the transaction

5. Post-Closing Adjustments: Used when purchase price may be adjusted based on post-closing calculations

6. Non-Competition: Include when restricting seller's future competitive activities

7. Transition Services: Required when seller will provide post-closing support services

8. Earn-Out Provisions: Used when part of purchase price is contingent on future performance

9. Third Party Consents: Include when material contracts or licenses require third party approval

10. Tax Matters: Detailed tax provisions when transaction has significant tax implications

Suggested Schedules

1. Schedule A - Purchased Assets: Detailed list of all assets being purchased

2. Schedule B - Excluded Assets: List of assets explicitly excluded from the sale

3. Schedule C - Assumed Liabilities: Details of liabilities buyer is assuming

4. Schedule D - Excluded Liabilities: Liabilities explicitly excluded from buyer's assumption

5. Schedule E - Material Contracts: List of important contracts being transferred

6. Schedule F - Intellectual Property: Details of IP assets included in the sale

7. Schedule G - Real Property: Details of any real estate included in the transaction

8. Schedule H - Employee Information: List of employees and their key employment terms

9. Schedule I - Required Consents: List of required third-party approvals

10. Schedule J - Allocation of Purchase Price: Breakdown of purchase price allocation for tax purposes

Authors

Alex Denne

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

Relevant legal definitions
Clauses









































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Hospitality

Construction

Real Estate

Financial Services

Transportation and Logistics

Agriculture

Energy

Mining

Entertainment

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Operations

Compliance

Risk Management

Executive Leadership

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Business Development Director

Mergers & Acquisitions Director

Corporate Development Manager

Finance Director

Tax Director

Operations Director

Human Resources Director

Company Secretary

Risk Manager

Compliance Officer

Due Diligence Manager

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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