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Contingency Sales Agreement Template for Canada

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Key Requirements PROMPT example:

Contingency Sales Agreement

"I need a Contingency Sales Agreement for the purchase of a manufacturing facility in Ontario, with the sale being contingent on obtaining environmental compliance certification and securing financing by March 2025."

Document background
The Contingency Sales Agreement is a crucial document in Canadian business transactions where the completion of a sale depends on specific conditions being satisfied. This type of agreement is commonly used when parties need to establish clear parameters for a sale that requires certain prerequisites, such as obtaining financing, completing due diligence, receiving regulatory approvals, or meeting specific performance criteria. The document serves as a legally binding framework that protects both parties' interests by clearly defining the conditions precedent, timelines, and consequences of meeting or failing to meet these conditions. It is particularly valuable in complex commercial transactions where certainty and risk management are essential, and it must comply with both federal and provincial Canadian legal requirements, including the Sale of Goods Act, Consumer Protection Act, and industry-specific regulations.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including their legal names, addresses, and any relevant corporate details

2. Background: Sets out the context and purpose of the agreement, including basic information about the sale transaction

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Subject Matter of Sale: Detailed description of the goods or services being sold

5. Purchase Price: Specifies the agreed purchase price and payment terms

6. Contingency Conditions: Lists and details all conditions that must be satisfied before the sale becomes binding

7. Time Periods: Specifies deadlines for meeting contingencies and closing the sale

8. Due Diligence: Outlines the buyer's rights and process for investigating the subject matter of sale

9. Representations and Warranties: States the promises and assurances made by each party

10. Default and Remedies: Describes what constitutes a breach and the available remedies

11. Termination: Specifies how and when the agreement can be terminated

12. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures

Optional Sections

1. Financing Contingency: Include when the sale is contingent on the buyer obtaining financing

2. Inspection Contingency: Include when the buyer requires specific inspection rights

3. Regulatory Approval: Include when the sale requires approval from regulatory authorities

4. Environmental Conditions: Include when environmental assessments or conditions are relevant

5. Third-Party Consents: Include when the sale requires consent from other parties

6. Inventory Adjustments: Include when the sale involves inventory that may change before closing

7. Employee Matters: Include when the sale involves transfer or consideration of employees

8. Intellectual Property: Include when IP rights are part of the sale

9. Transition Services: Include when post-closing assistance or transition period is required

Suggested Schedules

1. Schedule A - Description of Property/Goods: Detailed description of the items being sold

2. Schedule B - Purchase Price Calculation: Breakdown of purchase price components and adjustments

3. Schedule C - Required Consents: List of all required third-party or regulatory consents

4. Schedule D - Due Diligence Requirements: Specific requirements and checklist for due diligence

5. Schedule E - Contingency Conditions Timeline: Detailed timeline for meeting all contingency conditions

6. Appendix 1 - Form of Closing Certificate: Template for confirming satisfaction of contingencies

7. Appendix 2 - Required Documentation: List of documents required for closing

8. Appendix 3 - Inspection Procedures: Detailed procedures for conducting inspections if applicable

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


































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Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Professional Services

Agriculture

Mining

Construction

Healthcare

Transportation

Energy

Environmental Services

Financial Services

Telecommunications

Relevant Teams

Legal

Finance

Procurement

Sales

Business Development

Risk Management

Compliance

Operations

Project Management

Due Diligence

Corporate Development

Commercial Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Sales Director

Procurement Manager

Contract Administrator

Risk Manager

Compliance Officer

Operations Manager

Project Manager

Due Diligence Specialist

Commercial Director

Business Owner

Managing Director

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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