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Unit Purchase Agreement for Canada

Unit Purchase Agreement Template for Canada

A Unit Purchase Agreement is a legally binding document used in Canadian jurisdictions to facilitate the purchase and sale of units, whether they are property units (such as condominiums) or business units (such as shares or partnership interests). The agreement operates under Canadian federal law and applicable provincial regulations, particularly securities and property law. It outlines the terms and conditions of the unit transfer, including purchase price, payment terms, representations and warranties, closing conditions, and post-closing obligations. The document incorporates specific Canadian legal requirements, including compliance with provincial securities regulations, tax considerations, and where applicable, foreign investment rules.

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What is a Unit Purchase Agreement?

The Unit Purchase Agreement is a fundamental transaction document in Canadian business and real estate practice, used to formalize the transfer of ownership of units between parties. It is essential for various types of unit transfers, including condominium units, business units, partnership interests, or trust units. The agreement must comply with Canadian federal laws and provincial regulations, particularly in areas of securities, property rights, and consumer protection. This document type is crucial for establishing the legal framework of the transaction, detailing all aspects from purchase price and payment terms to representations and closing conditions. The Unit Purchase Agreement serves as the primary record of the parties' rights and obligations, incorporating necessary provisions for regulatory compliance, tax considerations, and risk allocation. It's particularly important in Canadian jurisdictions where different provinces may have varying requirements for unit transfers, especially regarding securities regulations and property laws.

What sections should be included in a Unit Purchase Agreement?

1. Parties: Identification of the seller and purchaser, including full legal names and addresses

2. Background: Context of the transaction, nature of the units being sold, and general purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including Unit definition, Closing Date, Purchase Price, and other relevant terms

4. Purchase and Sale: Core transaction terms including description of units being sold and basic purchase commitment

5. Purchase Price and Payment: Detailed breakdown of purchase price, payment schedule, and payment methods

6. Closing Conditions: Conditions that must be satisfied before the transaction can close, including due diligence requirements

7. Representations and Warranties: Statements of fact and guarantees by both parties about their capacity, authority, and the units being sold

8. Covenants: Ongoing obligations of the parties before and after closing

9. Closing: Mechanics of closing, including timing, deliverables, and process

10. Termination: Circumstances under which the agreement can be terminated and the consequences

11. Indemnification: Provisions for compensating parties for losses arising from breaches or misrepresentations

12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

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

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

What schedules should be included in a Unit Purchase Agreement?

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

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
0
Clauses








































Relevant Industries

Real Estate

Financial Services

Investment Management

Property Development

Commercial Property

Residential Property

Professional Services

Manufacturing

Technology

Retail

Healthcare

Hospitality

Energy

Mining

Infrastructure

Relevant Teams

Legal

Finance

Corporate Development

Real Estate

Compliance

Risk Management

Investment

Property Management

Business Development

Due Diligence

Corporate Secretariat

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Real Estate Lawyer

Property Manager

Investment Manager

Business Development Director

Compliance Officer

Legal Counsel

Transaction Manager

Corporate Secretary

Finance Director

Real Estate Agent

Property Developer

Investment Analyst

Due Diligence Officer

Risk Manager

Unit Trust 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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