The Member Interest Purchase Agreement is a critical document used in Canadian business transactions for the transfer of ownership interests in business entities. It is particularly relevant when dealing with privately-held companies structured as partnerships or limited liability corporations. This agreement is essential for documenting the terms of purchase and sale, ensuring compliance with Canadian federal and provincial regulations, and protecting the interests of all parties involved. The document typically includes detailed provisions for purchase price determination, representations and warranties, conditions precedent, and post-closing obligations. It must comply with various Canadian legal frameworks including securities laws, corporate statutes, and tax regulations, while also addressing industry-specific requirements where applicable. The agreement is commonly used in business acquisitions, restructuring, and investment transactions across various sectors of the Canadian economy.
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1. Parties: Identifies and provides details of all parties to the agreement
2. Background: Provides context and purpose of the transaction
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Purchase and Sale: Details the basic agreement to purchase and sell the member interests
5. Purchase Price and Payment: Specifies the consideration and payment terms
6. Closing: Details the closing mechanics, timing, and deliverables
7. Representations and Warranties of the Seller: Seller's statements about the business, membership interests, and other key matters
8. Representations and Warranties of the Purchaser: Purchaser's statements about their capacity and authority to complete the transaction
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Conditions Precedent: Conditions that must be satisfied before closing
11. Indemnification: Provisions for compensation for breaches or losses
12. Termination: Circumstances under which the agreement can be terminated
13. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Seller Financing: Terms of any vendor take-back or seller financing arrangements
2. Employment Matters: Required when key employees need specific arrangements or contracts
3. Intellectual Property: Detailed IP provisions when IP is a significant asset
4. Real Estate Matters: Special provisions for real estate assets if material to the transaction
5. Environmental Matters: Required when environmental liabilities are a significant concern
6. Tax Matters: Detailed tax provisions when complex tax structures are involved
7. Regulatory Compliance: Special provisions for heavily regulated industries
8. Competition Act Compliance: Required when transaction size triggers Competition Act requirements
9. Investment Canada Act Compliance: Required for foreign purchasers meeting review thresholds
1. Schedule A - Membership Interests: Details of the membership interests being purchased
2. Schedule B - Purchase Price Calculation: Detailed calculation of purchase price including adjustments
3. Schedule C - Encumbrances: List of permitted and existing encumbrances
4. Schedule D - Required Consents: List of third-party consents required for closing
5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties
6. Schedule F - Material Contracts: List of material contracts affecting the business
7. Schedule G - Intellectual Property: List of IP assets owned or licensed by the business
8. Schedule H - Real Property: Details of owned or leased real property
9. Schedule I - Closing Deliverables: List of documents to be delivered at closing
10. Schedule J - Form of Release: Form of release to be signed at closing if required
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