Ontario Offer to Purchase Business Assets and Shares

Acquire the assets of an Ontario corporation with this Purchase Agreement for Assets of Operating Company.

• The seller (vendor) sells the assets of a company to the purchaser and the purchaser assumes the company's liabilities as part of the purchase price.
• The balance of the purchase price will be secured by a promissory note.
• The parties agree to file joint elections under sections 22 and 97(2) of the Income Tax Act (Canada) and as required under the Ontario Corporations Tax Act.
• The form includes a Section 116 Affidavit to be sworn by a corporate officer of the vendor, if applicable.
• The form also includes a Promissory Note.
• This is a fully editable legal template intended for use only in the Province of Ontario, Canada.

Sell the shares of an Ontario corporation and transfer any existing shareholder loans with this Share Purchase and Assignment Agreement.

• The seller sells its shares and assigns the balance of shareholder loans still outstanding over to the buyer, who is taking over the business of the company.
• The purchase price will be allocated between the shares and the shareholder loans, at fair market value.
• The buyer is at liberty to contact customers, suppliers and employees to notify them of the change of control. The seller will operate the business until closing.
• The parties will each file any required tax elections with respect to the transaction.
• This template is available as a downloadable and fully customizable MS Word document.
• Intended for use only in the Province of Ontario, Canada.

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.

Write a letter of intent to purchase the assets and shares of a business, but not its debt, with this downloadable and customizable template.

• Negotiations Legally Binding. The LOI is only legally binding insofar as it relates to the negotiations being conducted between the parties with respect to the purchase.
• No Assumption. The buyer will not assume the liabilities or obligations of the business.
• Pre-Closing Debts. All pre-closing debts are to be paid by the seller.
• Tax Returns. The seller will be responsible for preparing and filing the closing income tax return and for terminating all employees.
• Employees. The buyer will make employment offers to the employees after the closing.
• Format of Template. The document is available in MS Word format and can be easily customized to fit your particular circumstances. This is a generic document template which can be used anywhere.

Negotiate the purchase of a Canadian business with this Letter of Intent to Purchase Assets of Business template for Canada.

A letter of intent (LOI) is not a legal contract, except for certain provisions such as confidentiality clauses which prohibit either party from disclosing any confidential information belonging to the other party. A signed letter of intent signals to other interested parties that you are already in negotiations to buy the business.

Purpose of this Letter of Intent

This Letter of Intent sets out the negotiations between the parties related to the buyer's offer to purchase all of the assets and goodwill of the business from the seller.

Expiration of LOI

If the parties fail to execute a formal Purchase & Sale Agreement within a specified number of days, the letter of intent will expire.

Failure to Complete Transaction

If the seller fails to go through with the transaction for no reason, the seller agrees to pay the buyer's costs and a specified amount as liquidated damages.

Format and Scope of Use

The Letter of Intent form is available in MS Word format and is fully editable and reusable. This LOI can be used in any Canadian province or territory.