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Uncategorized
Asset Purchase Agreement
Asset Purchase Agreement
$
300.00
Asset Purchase Agreement quantity
Step
1
of
3
- Identification
33%
Vendor Contact Information
You are the Vendor, drop your info here.
Is the Vendor a
*
Corporation
Human
Corporations usually end with an "inc" or "ltd". can be numbered or named.
Vendor Legal Name
*
This is the registered name, either number or named with an "inc" or "LTD" at the end.
Corporation Representative
*
First
Last
Who can act on behalf of the Business?
Vendor Representative Address
Street Address
District
City
Province / State
Postal Code / Zip
Enter the home address of the representative, since they will be intervening in the present agreement to personally undertake to respect the deal.
Vendor Full Name
*
First
Last
Vendor Head Office Address
*
Street Address
District
City
Province / State
Postal Code / Zip
This is the registered Head Office of the Business
Vendor 1 Phone
What's the best # to reach you on.
Vendor 1 Email
Is there another vendor?
*
Yes
No
Is the second Vendor a
*
Corporation
Human
Corporations usually end with an "inc" or "ltd". can be numbered or named.
Vendor 2 Legal Name
*
This is the registered name, either number or named with an "inc" or "LTD" at the end.
Vendor 2 Corporation Representative
*
First
Last
Who can act on behalf of the Business?
Vendor 2 Representative Address
Street Address
District
City
Province / State
Postal Code / Zip
Enter the home address of the representative, since they will be intervening in the present agreement to personally undertake to respect the deal.
Vendor 2 Full Name
*
First
Last
Vendor 2 Head Office Address
*
Street Address
District
City
Province / State
Postal Code / Zip
Vendor 2 Phone
Vendor 2 Email
Purchaser(s) Information
The Purchaser is the person(s) purchasing the assets
Is the Purchaser a
*
Corporation
Human
Corporations usually end with an "inc" or "ltd". can be numbered or named.
Purchaser's Legal Name
*
This is the registered name, either number or named with an "inc" or "LTD" at the end.
Corporation Representative
*
First
Last
Who were you dealing with on behalf of the Business?
Purchaser Representative Address
Street Address
District
City
Province / State
Postal Code / Zip
Enter the home address of the representative, since they will be intervening in the present agreement to personally undertake to respect the deal.
Purchaser's Full Name
*
First
Last
Do you have the Purchaser's head office address?
*
Yes
No
Purchaser's Head Office Address
*
Street Address
District
City
Province / State
Postal Code / Zip
Purchaser Phone
Purchaser Email
Is there another Purchaser?
*
Yes
No
Is Purchaser 2 a
*
Corporation
Human
Corporations usually end with an "inc" or "ltd". can be numbered or named.
Hidden
Purchaser 2's Legal Name
*
This is the registered name, either number or named with an "inc" or "LTD" at the end.
Purchaser 2 Corporation Representative
*
First
Last
Who were you dealing with on behalf of the Business?
Purchaser 2 Representative Address
Street Address
District
City
Province / State
Postal Code / Zip
Enter the home address of the representative, since they will be intervening in the present agreement to personally undertake to respect the deal.
Purchaser 2's Full Name
*
First
Last
Do you have Purchaser 2's Head Office address?
*
Yes
No
Purchaser 2's Head Office Address
*
Street Address
District
City
Province / State
Postal Code / Zip
Purchaser 2 Phone
Purchaser 2 Email
DESCRIPTION OF BUSINESS
Let's describe the business being sold
What type of Restaurant is being sold?
*
a full service restaurant operation with liquor permit
a full service restaurant operation without a liquor permit
a fast food restaurant operation with a liquor permit
a fast food restaurant operation without a liquor permit
Choose one of the following options that best describes the restaurant.
Under what name(s) does the Business brand itself?
*
In 140 characters, describe the name and style of the Business under which it is commonly known (separate multiple names with a comma)
Restaurant Address
*
Street Address
District
City
Province / State
Postal Code / Zip
Where does the Restaurant operate? (note this could be different than the registered address of the Business)
Did the parties hereto sign an offer before this?
Yes
No
An offer, contract, letter of intent etc, provide for the terms of the business relationship between parties.
Upload the Offer or Contract
Drop files here or
Select files
Accepted file types: doc, docx, pdf, gif, jpg, Max. file size: 400 MB.
On what date will you Purchaser(s) take possession of the Restaurant
*
MM slash DD slash YYYY
WHAT'S INCLUDED IN THE SALE
This section will define what will be sold with the Business
Are the tools, machinery, equipment etc, included?
*
Yes
No
Third Choice
These are all the moveable accessories of the Business.
Are the tools, machinery, equipment etc, included free of any liens (hypothecs)?
*
Yes
No
Third Choice
Some banks, lenders, sellers or other parties will guarantee repayment of their debt by registering their claims against the assets of the Business. If the Vendor(s) cannot guarantee that there are no such liens or if there are liens, please make sure to properly document them here. Given the technical aspect of qualifying and describing any hypothecs on the assets, please speak with your attorney to properly define it here.
Describe the Encumbrance (hypothec) on the assets.
for example, if you have the RDPRM registration of the hypothec, you can say: "a Conventional Movable Hypothec without delivery published in favour of __________ under number __________ on _______, which shall be radiated by the vendor within thirty (30) days from the date of closing hereof" This is force the Vendor to radiate (strike) the hypothec so as to allow the assets to be sold without any creditors.
Are the perishable items included?
*
Yes
No
Third Choice
Any food or related product used in the Restaurant.
On what date will the parties complete an inventory of the perishable items?
*
MM slash DD slash YYYY
This list will be annexed to the Agreement and is usually completed at the closing of the restaurant on the day before the closing of this transaction.
Are you taking over the current Lease of the Business?
*
Yes
No
Third Choice
If the Vendor(s) have a Lease currently in place, you may want to consider seeking the assignment of that Lease from the Landlord in order to take over.
On what date does the Lease terminate
*
MM slash DD slash YYYY
Enter the end date of the current lease as it appears from the copy of the Lease between the Landlord(s) and the Vendor(s).
Name of Landlord of the currently Leased premises of Restaurant
Enter the Legal Name of the Landlord as it appears from the copy of the Lease between them and the Vendor(s).
SPECIAL CONDITIONS
High level considerations for the Transaction
Is the sale conditional to Purchaser(s) taking over the current Lease of the Business?
*
Yes
No
Third Choice
If the Vendor(s) have a Lease currently in place, you may want to consider seeking the assignment of that Lease from the Landlord in order to take over. This Condition allows the parties to confirm that the Landlord has agreed to transfer the current to the Purchaser(s) and gives an added protection for the parties. You would need to prepare the "Lease Assignment" documents to adhere to this condition.
Will any representive of the Vendor(s) make themselves available to help with the Transition
*
Yes
No
Third Choice
It is common for a representative to assist the Purchaser(s) transition the Business for a proper handoff over a certain period.
Name of representative assigned to Transition
*
First
Last
What is the person real legal name.
How many hours a week will they be available for the transition?
Please enter a number from
1
to
100
.
How many weeks will they be available for the transition?
Please enter a number greater than or equal to
1
.
enter the number of weeks that will commence from the signature of the Transaction.
Shall Purchaser(s) assume the debts of the Vendor(s)
*
Yes
No
Third Choice
Make sure you conduct thorough due diligence to determine any debts related to the Business can affect the sale.
PRICE, SECURITY and TAXES
What is the Purchase Price of the Business?
*
Enter the total amount of the transaction. That should be the total amount paid to Vendor on or before the Transaction date. If you are paying in installments please choose YES to the next question: "Is there a balance of sale"
What amount will be paid towards the Purchase Price before or at the signing of this Agreement?
Typically the Purchaser(s) pay either the full amount of the Purchase Price or a deposit with the rest as a Balance of Sale (BOS). The Balance of Purchase Price will remain after the Purchaser(s) has (have) paid the Vendor(s) an initial amount, if any. If no amount is paid at signing, you can write "$0" and the BOS terms will provide for the details of repayment. N.B. ask your lawyer about a legal receipt to document the payment.
Is there a Balance of Sale?
Yes
No
Third Choice
You can either pay the entire amount upfront (at the time of signing) or in instalments.
Amount of the Balance of Sale
This is the balance of the sale price that will remain after the Purchaser(s) has (have) paid the Vendor(s) an initial amount, if any. If no amount is paid at signing, you can write "$0".
Will you provide security to guarantee the Balance of Sale?
Yes
No
Third Choice
You may protect the BOS by a moveable hypothec and other legal arrangements that require further analysis. Please contact your lawyer for more details as this requires specialized knowledge.
Will the Business be used to guarantee the repayment of the Balance of Sale?
Yes
No
You can register a hypothec (lien) on the Business in order to protect the Purchaser(s)' BOS. In this case you should consult your attorney and additional paperwork and fees apply.
Will the Purchaser(s) and or their representatives guarantee the repayment of the Balance of Sale?
Yes
No
The Purchasers and the representatives can agree to guarantee the BOS. In this case you should consult your attorney and additional paperwork and fees apply.
Do you want this sale to be exempt from taxes (GST, QST)?
*
Yes
No
Third Choice
In the event all parties have registered tax numbers, they can elect to have the present sale happen on a GST and QST free basis. Certain exceptions apply, verify with a fiscalist or tax expert before proceeding. If so all parties must have GST and QSt numbers.
Vendor 1 GST number
*
Please enter a number from
9
to
9
.
enter the 9 digits that precede "RT 0001" This can be found on your documents received from the Tax authority or found on your invoices.
Vendor 1 QST number
*
Please enter a number from
10
to
10
.
enter the 10 digits that precede "TQ 0001" This can be found on your documents received from the Tax authority or found on your invoices.
Purchaser 1 GST number
*
Please enter a number from
9
to
9
.
enter the 9 digits that precede "RT 0001" This can be found on your documents received from the Tax authority or found on your invoices.
Purchaser 1 QST number
*
Please enter a number from
10
to
10
.
enter the 10 digits that precede "TQ 0001" This can be found on your documents received from the Tax authority or found on your invoices.
CONCLUDING SECTIONS
Do you want to provide for a Non-Competition clause?
Yes
No
Third Choice
This Clause is meant to assure that Vendor and their representative do not compete against Purchaser for a specified period.
How many kilometers from the Business do you want to restrict Vendor from competing with Purchaser
*
Please enter a number greater than or equal to
1
.
How many years do you want to prevent Vendor from Competing with Purchaser
typically the range of 12-36 months are normal unless there are exceptional circumstances. Please speak with your lawyer for details.
LL file number
*
Attorney of Record
Avy Levy
Jamie Benizri
Zoe Fortin
Robert Tannous
Emmanuelle Epstein
Which attorney is handling the file.
Phone
This field is for validation purposes and should be left unchanged.
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