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Short Form Asset Purchase Agreement for Canada

Short Form Asset Purchase Agreement Template for Canada

A Short Form Asset Purchase Agreement under Canadian law is a streamlined legal document used for the purchase and sale of business assets. This agreement outlines the essential terms of the transaction including the assets being purchased, purchase price, payment terms, basic representations and warranties, and closing conditions. It's designed for straightforward asset purchases where a full-length agreement would be unnecessarily complex. The document complies with Canadian federal and provincial requirements while maintaining a balance between comprehensive coverage of necessary legal elements and practical brevity.

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What is a Short Form Asset Purchase Agreement?

The Short Form Asset Purchase Agreement is utilized in Canadian business transactions where parties seek to document the purchase and sale of business assets in a streamlined manner. This document type is particularly suitable for smaller to medium-sized transactions where the complexity doesn't warrant a full-length agreement. It includes essential provisions required under Canadian law while avoiding excessive detail that might be found in more comprehensive agreements. The document addresses key aspects such as asset identification, purchase price, basic representations and warranties, and closing conditions, while remaining compliant with both federal and provincial requirements. It's commonly used in situations where the transaction structure is relatively straightforward, the due diligence process is less complex, and the parties prefer a more efficient closing process.

What sections should be included in a Short Form Asset Purchase Agreement?

1. Parties: Identification of buyer and seller with full legal names and addresses

2. Background: Brief context of the transaction and business being sold

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Description of assets being purchased and any excluded assets

5. Purchase Price: Amount and payment terms, including any adjustments

6. Closing: Closing date, conditions, and deliverables

7. Seller's Representations and Warranties: Basic representations about asset ownership, authority to sell, and business condition

8. Buyer's Representations and Warranties: Basic representations about authority and ability to complete purchase

9. Covenants: Pre-closing and post-closing obligations of both parties

10. Indemnification: Basic indemnification provisions for breach of agreement

11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

What sections are optional to include in a Short Form Asset Purchase Agreement?

1. Employee Matters: Include when employees are being transferred as part of the transaction

2. Intellectual Property: Include when significant IP assets are part of the purchase

3. Tax Matters: Include when special tax considerations or allocations need to be addressed

4. Environmental Matters: Include when purchased assets include real property or environmental risks

5. Transition Services: Include when seller will provide post-closing operational support

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

7. Third Party Consents: Include when material contracts or licenses require transfer approval

What schedules should be included in a Short Form Asset Purchase Agreement?

1. Schedule A - Purchased Assets: Detailed list of all assets included in the sale

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

3. Schedule C - Purchase Price Allocation: Breakdown of purchase price across asset categories

4. Schedule D - Assumed Liabilities: List of liabilities buyer will assume, if any

5. Schedule E - Required Consents: List of third-party consents needed for closing

6. Schedule F - Material Contracts: List of key contracts being transferred

7. Schedule G - Intellectual Property: List of IP assets included in the sale

8. Schedule H - Closing Deliverables: List of documents to be delivered at closing

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
































Clauses






























Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Real Estate

Construction

Hospitality

Distribution

Transportation

Agriculture

Energy

Media and Entertainment

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Operations

Risk Management

Compliance

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Business Development Manager

Mergers & Acquisitions Director

Financial Controller

Operations Director

Corporate Secretary

Risk Manager

Commercial Director

Investment Manager

Transaction Advisory Manager

Due Diligence Specialist

Business Owner

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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