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Bill Of Sale And Assignment And Assumption Agreement for Canada

Bill Of Sale And Assignment And Assumption Agreement Template for Canada

A comprehensive legal document used in Canadian jurisdictions to facilitate the transfer of assets and associated rights, obligations, and liabilities from one party to another. The agreement combines elements of a traditional bill of sale with specific provisions for the assignment of rights and assumption of obligations, making it particularly useful in business asset sales and corporate restructuring. It complies with Canadian federal and provincial requirements, including applicable property transfer laws, security registration requirements, and tax regulations. The document provides detailed schedules of assets, assumed contracts, and liabilities, along with representations and warranties to protect both parties.

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What is a Bill Of Sale And Assignment And Assumption Agreement?

The Bill of Sale and Assignment and Assumption Agreement is a crucial document in Canadian business transactions where assets, rights, and obligations need to be transferred between parties. This agreement is commonly used in business asset sales, corporate restructuring, and similar transactions where a comprehensive transfer of both tangible and intangible assets is required, along with the assumption of related obligations. The document must comply with various Canadian federal and provincial regulations, including provincial Sale of Goods Acts, Personal Property Security Acts, and relevant tax legislation. It serves as evidence of the transfer of ownership and clearly delineates which assets are being sold and which obligations are being assumed, making it essential for maintaining clear business records and ensuring legal compliance. The agreement is particularly important in scenarios where business continuity is crucial, as it provides a clear framework for the seamless transition of assets and obligations between parties.

What sections should be included in a Bill Of Sale And Assignment And Assumption Agreement?

1. Parties: Identifies and defines the Seller and Buyer (or Assignor and Assignee) with their full legal names and addresses

2. Background: Recitals explaining the context of the transaction and the parties' intention to transfer assets and assign/assume obligations

3. Definitions: Defines key terms used throughout the agreement including Assets, Assumed Liabilities, Closing Date, and Purchase Price

4. Purchase and Sale: Details the transfer of assets and states the purchase price and payment terms

5. Assignment and Assumption: Explicitly states which rights, obligations, and liabilities are being assigned by the seller and assumed by the buyer

6. Representations and Warranties: Standard representations regarding ownership, authority to sell, no encumbrances, and compliance with laws

7. Closing: Specifies the closing date, closing deliverables, and actions to be taken at closing

8. Further Assurances: Commitment by both parties to execute additional documents as needed to complete the transfer

9. Governing Law: Specifies that Canadian law governs the agreement and identifies the applicable province

10. Execution: Signature blocks and execution details for all parties

What sections are optional to include in a Bill Of Sale And Assignment And Assumption Agreement?

1. Tax Matters: Include when there are specific tax implications or allocations that need to be addressed

2. Third Party Consents: Required when assignment of certain contracts or rights requires consent from third parties

3. Intellectual Property: Include when the transfer involves trademarks, patents, copyrights, or other IP rights

4. Employee Matters: Necessary when the transaction involves transfer of employees or employee-related obligations

5. Transition Services: Include when the seller will provide temporary support services post-closing

6. Non-Competition: Add when requiring the seller not to compete with the transferred business

7. Indemnification: Include for complex transactions where specific indemnity provisions are needed

8. Bulk Sales Compliance: Required in provinces where Bulk Sales legislation is still in effect

What schedules should be included in a Bill Of Sale And Assignment And Assumption Agreement?

1. Schedule A - Purchased Assets: Detailed inventory of all assets being transferred, including descriptions and quantities

2. Schedule B - Assumed Contracts: List of all contracts being assigned to and assumed by the buyer

3. Schedule C - Assumed Liabilities: Itemized list of specific liabilities being assumed by the buyer

4. Schedule D - Excluded Assets: List of assets specifically excluded from the transaction

5. Schedule E - Purchase Price Allocation: Breakdown of purchase price allocation across asset categories for tax purposes

6. Schedule F - Required Consents: List of third-party consents required for assignment of contracts or rights

7. Schedule G - Encumbrances: List of any permitted encumbrances on the assets

8. Schedule H - Jurisdictions: List of jurisdictions where assets are located or registered

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions










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Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Professional Services

Healthcare

Transportation

Construction

Agriculture

Energy

Mining

Hospitality

Education

Financial Services

Relevant Teams

Legal

Finance

Operations

Mergers & Acquisitions

Business Development

Risk Management

Compliance

Corporate Secretariat

Asset Management

Property Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Business Development Manager

Mergers & Acquisitions Director

Asset Manager

Operations Director

Finance Manager

Legal Counsel

Contract Administrator

Risk Manager

Corporate Secretary

Business Owner

Commercial Director

Property 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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