Mutual Release for Asset Purchase and Sale

Draw up the terms for purchase of the assets of a Canadian business with this comprehensive Asset Purchase Agreement.

The business is sold as a "going concern", including assets, inventory and goodwill.

Purchase Price of Inventory

The amount of the purchase price allocated to inventory will be adjusted prior to closing based on the actual physical inventory at that time.

Conditional Transaction

The transaction is conditional in part upon the parties completing all of their covenants that must be performed prior to closing.

Schedules Included

Schedules include Definitions, Representations and Warranties of Seller, and a Non-Competition Agreement.

Format and Governing Law

The Asset Purchase Agreement package is available in MS Word format and is fully editable to fit your specific needs. It is governed by Canadian law and is intended for use only in Canada.

This standard form USA Asset Purchase Agreement includes a set of schedules and documentation you need to transfer the assets of the business from the seller to the buyer. The package contains:

1. Asset Purchase Agreement setting out the terms and conditions of the purchase and sale;
2. Schedule of Definitions used in the Agreement;
3. Representations and warranties of the seller regarding the corporate status of the business, contractual obligations, taxes, financial statements, condition of the assets, and other material items;
4. Miscellaneous standard contract provisions, including a bulk sales law compliance provision;
5. Non-Competition Agreement to be signed by the seller.

You can customize and tailor the USA Asset Purchase Agreement template to fit the specific conditions of your transaction. This digital download can be used for brokered and non-brokered sales.

Insert this No Finder's Fee clause into an Asset Purchase Agreement for a transaction which has no commission or finder's fee payable on the sale.

Download the free file in MS Word format, or copy and paste the text below.

----

NO FINDER'S FEES

The Vendor and the Purchaser do hereby warrant each to the other than neither has done any act which would incur or require the payment of any finder's fees or commissions of any nature whatever payable either in connection with this Agreement, any matter or thing contemplated hereby or the transaction of purchase and sale provided for herein.

Secure the balance payable to the vendor under an asset purchase or rollover agreement with this Promissory Note form for Canadian businesses.

• No interest will accrue on the principal balance prior to default or maturity.
• The full amount outstanding will become due and payable on demand if the purchaser declares bankruptcy, ceases to do business, or otherwise defaults under the terms of the Note.
• The balance may be totally or partially prepaid without bonus or penalty.
• Available in MS Word format.
• Intended to be used only in Canada.

Add this clause to an Asset Purchase Agreement if the consent of a third party is required before the assets can be assigned.

• This clause would be used in circumstances where a lender or other third party has an interest in the assets being purchased.
• The file is available in MS Word format.
• This is a generic clause which does not contain references to any specific laws or jurisdictions.