The Business Acquisition Agreement is a crucial document used in Canadian business transactions when one entity intends to acquire another entity's business, either through an asset purchase or share purchase structure. This agreement is essential for transactions subject to Canadian federal and provincial laws, serving as the primary document that governs the entire acquisition process. It includes detailed provisions covering purchase price, payment mechanisms, representations and warranties, conditions to closing, covenants, and post-closing obligations. The agreement must comply with various Canadian regulatory requirements, including competition law, securities regulations, and corporate law. It's typically used in transactions ranging from small private company acquisitions to large-scale corporate mergers, requiring careful consideration of industry-specific regulations, tax implications, and employment laws.
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1. Parties: Identification of buyer and seller entities, including full legal names and addresses
2. Background: Context of the transaction, brief description of the business being acquired, and purpose of the agreement
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including what is being purchased (shares/assets) and basic deal structure
5. Purchase Price and Payment: Detailed breakdown of consideration, payment terms, and adjustment mechanisms
6. Closing: Timing, location, and mechanics of closing the transaction
7. Conditions Precedent: Conditions that must be satisfied before closing for both buyer and seller
8. Representations and Warranties of the Seller: Seller's statements about the business, assets, liabilities, and other material facts
9. Representations and Warranties of the Buyer: Buyer's statements about its authority and ability to complete the transaction
10. Covenants: Pre-closing and post-closing obligations of all parties
11. Indemnification: Rights and obligations regarding compensation for losses arising from breaches or other specified events
12. Termination: Circumstances under which the agreement can be terminated and the consequences
13. Dispute Resolution: Procedures for resolving disputes, including governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for employee transition or retention are required
3. Intellectual Property Rights: Include when IP assets are significant to the transaction
4. Tax Matters: Include when specific tax structuring or allocations are needed
5. Environmental Matters: Include for businesses with significant environmental risks or compliance requirements
6. Real Property: Include when real estate assets are material to the transaction
7. Transition Services: Include when post-closing services from seller are required
8. Non-Competition and Non-Solicitation: Include when restrictions on seller's future activities are needed
9. Financing Conditions: Include when buyer's obligation is contingent on obtaining financing
1. Schedule A - Purchased Assets: Detailed list of assets being acquired (for asset purchases)
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the transaction
3. Schedule C - Assumed Liabilities: Detailed list of liabilities being assumed by buyer
4. Schedule D - Excluded Liabilities: List of liabilities explicitly excluded from assumption
5. Schedule E - Real Property: Details of owned and leased real estate
6. Schedule F - Intellectual Property: List of patents, trademarks, copyrights, and other IP
7. Schedule G - Material Contracts: List of important contracts being assigned or assumed
8. Schedule H - Employee Information: Details of employees, benefits, and employment agreements
9. Schedule I - Permitted Encumbrances: List of accepted liens and encumbrances
10. Schedule J - Required Consents: List of third-party consents needed for closing
11. Appendix 1 - Form of Closing Certificate: Template for closing certificates
12. Appendix 2 - Form of Non-Competition Agreement: Template for non-compete agreement if required
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