[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-general-conveyance-agreement-moveable-immoveable-D332":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"GENERAL CONVEYANCE AGREEMENT This General Conveyance Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Assignor wishes to proceed with the distribution of its property and the discharge of its debts and obligations in order to effect its voluntary dissolution in accordance with the provisions of the laws of [STATE/PROVINCE] (the \"Act\"); WHEREAS the Assignee is the holder and beneficial owner of all of the shares in the share capital of the Assignor and as such is entitled to receive the property of the Assignor upon the distribution thereof; WHEREAS the Assignee has agreed to assume and discharge all debts and obligations of the Assignor; NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement, it is agreed by and between the parties as follows: 1 ASSIGNMENT OF PROPERTY 1.1 The Assignor hereby sells, transfers, cedes, conveys and assigns to the Assignee, hereby accepting, all of the right, title, benefit and interest of the Assignor in and to all of its property and assets of every nature and kind whatsoever, including, without limiting the generality of the foregoing: 1.1.1 all the property of the Assignor, moveable and immoveable, real or personal, tangible or intangible, of every kind and wheresoever situate, including, without limitation, the immovable described as: that certain emplacement at [ADDRESS] in the City of [CITY], [State/Province] of [STATE/PROVINCE], known and designated as subdivision [NUMBER] of Original Lot number [NUMBER] on the Official Plan and Book of Reference of [CITY]; 1.1.2 all book and other debts due or accruing due to the Assignor and the full benefit and advantage of all security for such debts; 1.1.3 all existing contracts, leases, agreements and engagements to which the Assignor is a party and by which it is bound; 1.1.4 all cash on hand in banks and all securities (if any) owned by the Assignor; and all other property, assets and rights which the Assignor is or may hereafter be entitled to in connection with the business carried on by it or otherwise; TO HOLD AND TO HAVE the said hereby sold, transferred, ceded, conveyed and assigned property, assets and rights and all right, title, benefit and interest of the Assignor thereto and therein unto and to the use of the Assignee, its successors and assigns. 2 ASSUMPTION OF DEBTS AND OBLIGATIONS 2.1 The Assignee hereby irrevocably assumes and agrees to discharge all debts and obligations of the Assignor to the complete exoneration of the Assignor and agrees to assume all expenses in connection with the dissolution of the Assignor. 3 FURTHER ASSURANCES 3",null,"General Conveyance Agreement Moveable & Immoveable","3",46,"doc","https://templates.business-in-a-box.com/imgs/1000px/general-conveyance-agreement_moveable-&-immoveable-D332.png","https://templates.business-in-a-box.com/imgs/250px/332.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#332.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & 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Agreement","/template/moveable-hypothec-agreement-D990","https://templates.business-in-a-box.com/imgs/250px/990.png",{"label":47,"url":48,"thumb":49,"extension":10},"Immoveable Property Sale Agreement","/template/immoveable-property-sale-agreement-D1178","https://templates.business-in-a-box.com/imgs/250px/1178.png",{"label":51,"url":52,"thumb":53,"extension":10},"General Non-Compete Agreement","/template/general-non-compete-agreement-D882","https://templates.business-in-a-box.com/imgs/250px/882.png",{"label":55,"url":56,"thumb":57,"extension":10},"Development Agreement General","/template/development-agreement-general-D789","https://templates.business-in-a-box.com/imgs/250px/789.png",{"label":59,"url":60,"thumb":61,"extension":10},"Deed Of Conveyance","/template/deed-of-conveyance-D12693","https://templates.business-in-a-box.com/imgs/250px/12693.png",{"label":63,"url":64,"thumb":65,"extension":10},"General Release and Settlement Agreement","/template/general-release-and-settlement-agreement-D12554","https://templates.business-in-a-box.com/imgs/250px/12554.png",{"label":67,"url":68,"thumb":69,"extension":10},"Motor Vehicle Conveyance","/template/motor-vehicle-conveyance-D1150","https://templates.business-in-a-box.com/imgs/250px/1150.png",{"label":71,"url":72,"thumb":73,"extension":10},"General By-Laws","/template/general-by-laws-D1008","https://templates.business-in-a-box.com/imgs/250px/1008.png",{"label":75,"url":76,"thumb":77,"extension":10},"General Safety Rules","/template/general-safety-rules-D716","https://templates.business-in-a-box.com/imgs/250px/716.png",{"label":79,"url":80,"thumb":81,"extension":10},"General Safety Policy","/template/general-safety-policy-D715","https://templates.business-in-a-box.com/imgs/250px/715.png",{"label":83,"url":84,"thumb":85,"extension":10},"General Power of Attorney","/template/general-power-of-attorney-D1037","https://templates.business-in-a-box.com/imgs/250px/1037.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":102,"url":103},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[96,99],{"label":97,"url":98},"Sales & Marketing","sales-marketing",{"label":100,"url":101},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":119,"url":120},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[114,116],{"label":32,"url":115},"business-legal-agreements",{"label":117,"url":118},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":133,"url":134},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[131,132],{"label":32,"url":115},{"label":117,"url":118},"asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":147,"url":148},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[145,146],{"label":32,"url":115},{"label":32,"url":115},"security agreement","/template/security-agreement-D915",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":162},"REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [SELLER NAME], (the \"Seller\") an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [PURCHASER NAME], (the \"Purchaser\") an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Seller and Purchaser shall be referred to as the \"Parties.\" WHEREAS, the Seller is the owner of the real property located at [ADDRESS OF PROPERTY] (hereinafter referred to as the \"Property\") and the Purchaser is interested in buying the Property from the Seller pursuant to the following terms and conditions. WHEREAS, in consideration of and as a condition of the Seller selling the Property and the Purchaser purchasing the Property and other valuable consideration, the receipt and sufficiency of which are acknowledged here; NOW, THEREFORE, the Parties agree as follows: PROPERTY The Property is situated at [SPECIFY ADDRESS] and the legal description of the Property is as follows: [SPECIFY LEGAL DESCRIPTION OF PROPERTY] which includes with it but is not limited to permits, easements, and cooperative and association memberships (the \"Property\"). The Seller agrees to sell and convey to the Purchaser and the Purchaser agrees to purchase the Property from the Seller. The Seller shall release possession, occupancy, existing keys and/or means to operate all locks, mailbox, security system/alarms and all common area facilities to the Purchaser on the Closing Date. The Seller agrees that all the existing fixtures on the Premises, and any existing personal property including but not limited to light fixtures, fireplace, ceiling fans, lighting, and storage sheds shall be included in this sale and shall be transferred with no monetary value, and free and clear of all liens or encumbrances. PAYMENT OF PURCHASE PRICE The Purchaser agrees to pay to the Seller [SPECIFY AMOUNT] for the Property. At the time of signing of the Agreement, the Purchaser shall make the payment of [SPECIFY PERCENTAGE] % of the total amount. The remaining amount shall be transferred to the Seller on the Closing Date. The Purchaser is entitled to pay the amount by any of the following modes: [SPECIFY MODES OF PAYMENT]. TITLE INSURANCE The Seller shall furnish to the Purchaser an owner's policy of title insurance (the \"Title Insurance\") from [SPECIFY INSURANCE COMPANY] (the \"Title Company\") in an amount of the Sales Price dated as of the date that the sale of the Property becomes final, and the Purchaser takes possession, which insures and indemnifies the Purchaser against loss, as stipulated under the provisions of the Title Policy, subject to exceptions contained therein. TITLE COMMITMENT At the Seller's sole cost, the Seller will furnish or cause to be furnished to the Purchaser a commitment for the Title Insurance and copies of restrictive covenants and documents evidencing the exceptions in the Commitment. DISCLOSURES BY THE SELLER The Seller shall send disclosures to the Purchaser, within 28 days of signing of this Agreement, in which he shall disclose the details of the Property under various categories. The categories include: Boundaries. Changes made to the Property (extensions, alterations). Shared areas with neighbors, formal and informal agreements. Disputes or complaints (made by or about the Seller). Occupiers (who live at the Property). Guarantees and warranties affecting the Property. Environmental matters. The relevant issues disclosed to the Purchaser shall include, but are not limited to the following: Any disputes with neighbors that have resulted in written exchanges, or police or local authority involvement. Whether the neighbors have any anti-social behavior orders. Planning permission on the Property that is pending, granted or denied. Problems with pests, current or historic. Flooding issues, current or historic. Structural issues. Whether there is a flight path nearby or one planned. Whether there is a motorway within view or one planned. A previous sale falling through due to bad survey results on the Property. The neighborhood having high levels of crime. A violent death that occurred at the Property. Notwithstanding anything contained in the foregoing provisions, the Seller shall disclose all such information which would materially affect the Purchaser's consent to purchase the Property. WARRANTY BY THE SELLER The Seller has full power and authority to enter into and perform this Agreement in accordance with its terms; The individuals executing this Agreement on behalf of the Seller are authorized to do so and, upon execution hereof, this Agreement shall be binding upon and enforceable against the Seller; The Seller has no actual knowledge of any impending lawsuits with respect to the Property; The Seller represents and warrants that there will be no liens, assessments, or security interests from third parties against the Property on the Closing Date; The Seller warrants and shall maintain and repair the Premises so that at the time of possession, all the heating, cooling, mechanical, plumbing and electrical systems, and built-in appliances shall be in working condition; The Seller warrants that the Premises, including all additional existing personal property included in the sale, will be in substantially the same condition, except the changes caused by reasonable wear and tear or irresistible force, as on the date of acceptance of the Agreement; The Seller warrants that no damage would be caused to the Property, by any improvement work being carried out by the Seller in the Property, to substantially reduce its value or damage it in a way to make its enjoyment difficult. WARRANTY BY THE PURCHASER The Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms; and Any individual executing this Agreement on behalf of the Purchaser is authorized to do so, and, upon execution hereof, this Agreement shall be binding upon and enforceable against the Purchaser. INDEMNIFICATION The Seller will bear all the risk of loss to the Property or its improvements, which includes but is not limited to physical damage or destruction to the Property, or loss caused by eminent domain, until the Closing Date. If prior to the Closing Date, the Property is damaged or destroyed, the Seller will restore the Property to its previous condition as soon as possible before the Closing Date. The Seller agrees to defend, indemnify, and hold the Purchaser harmless from and against all claims, liabilities, obligations, costs, expenses, and reasonable attorney's fees arising out of or related to: Any breach or inaccuracy of representation or warranty of the Seller made in this Agreement; Any failure by the Seller to perform any covenant required to be performed by it under this Agreement; Any liability or obligation of any third party assumed by the Seller in accordance with the terms of this Agreement; Use of the Property before the Closing Date. PRORATION The Seller and the Purchaser agree to proration of the following items: Title Insurance and Closing Fee: The Seller shall pay all costs of the Title Commitment and the premium as applicable under law. Recording Costs: The Purchaser shall pay the cost of the deed and all other documents. Real Estate Taxes and Special Assessments: All real estate property taxes, levies and assessments as of the Closing","Real Estate Purchase Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/real-estate-purchase-agreement-D13234.png","https://templates.business-in-a-box.com/imgs/250px/13234.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13234.xml",{"title":158,"description":6},"real estate purchase agreement",[160,161],{"label":32,"url":115},{"label":117,"url":118},"/template/real-estate-purchase-agreement-D13234",{"description":164,"descriptionCustom":6,"label":165,"pages":89,"size":166,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":171,"keywords":178,"url":179},"BILL OF SALE FOR MOTOR VEHICLE This Bill of Sale for Motor Vehicle (the \"Sales Contract\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ","Bill of Sale for a Motor Vehicle",40,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-for-a-motor-vehicle-D1132.png","https://templates.business-in-a-box.com/imgs/250px/1132.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1132.xml",{"title":6,"description":6},[172,175],{"label":173,"url":174},"Production & Operations","production-operations",{"label":176,"url":177},"Equipment Agreement","equipment-agreement","bill sale for a motor vehicle","/template/bill-of-sale-for-a-motor-vehicle-D1132",false,{"seo":182,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":256,"clauses":293,"how_to_fill":344,"common_mistakes":385,"faqs":410,"industries":438,"comparisons":455,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":508,"classification":509},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"General Conveyance Agreement Template | BIB","Free General Conveyance Agreement template for transferring moveable and immoveable property. Covers title, consideration, warranties, and delivery.","general conveyance agreement template",[187,188,189,190,191,192,193],"conveyance agreement template word","property transfer agreement template","conveyance of property template","moveable property transfer agreement","immoveable property conveyance","asset transfer agreement template free","general conveyance contract template",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":180},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A General Conveyance Agreement is a legally binding document that formally transfers ownership of moveable property (equipment, inventory, vehicles, receivables) and/or immoveable property (land, buildings, fixtures) from a transferor to a transferee. This free Word download provides a structured starting point you can edit online and export as PDF — covering consideration, title warranties, delivery conditions, and representations in a single document.\n","Use it whenever a business sale, asset acquisition, loan security arrangement, estate settlement, or corporate restructuring requires the formal transfer of ownership of identified assets from one party to another. It is particularly critical when a transaction involves both classes of property — moveable and immoveable — and a single governing instrument is needed.\n","Identification of all transferred assets by class and description, the agreed consideration and payment schedule, title warranties and representations, delivery and possession mechanics, encumbrance disclosures, conditions precedent, and governing law. Schedules list specific moveable and immoveable assets with legal descriptions where required.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Business buyers and sellers","Transferring all business assets — equipment, inventory, and premises — in a single closing instrument","persona-small-business-owner",{"title":211,"use_case":212,"icon_asset_id":213},"Corporate lawyers and notaries","Documenting asset transfers as part of mergers, acquisitions, or restructurings","persona-corporate-lawyer",{"title":215,"use_case":216,"icon_asset_id":217},"Lenders and secured creditors","Taking a conveyance of assets as collateral or in satisfaction of a debt obligation","persona-lender",{"title":219,"use_case":220,"icon_asset_id":221},"Real estate investors","Transferring immoveable property alongside associated moveable assets in a single transaction","persona-real-estate-investor",{"title":223,"use_case":224,"icon_asset_id":225},"Estate executors and trustees","Conveying estate assets to beneficiaries or purchasers under a will or trust","persona-estate-executor",{"title":227,"use_case":228,"icon_asset_id":229},"Operations and finance directors","Documenting intra-group asset transfers during corporate reorganizations","persona-operations-director",[231,234,238,242,245,248,252],{"situation":232,"recommended_template":151,"slug":233},"Transferring only real property — land and buildings — with no associated moveable assets","real-estate-purchase-agreement-D13234",{"situation":235,"recommended_template":236,"slug":237},"Selling a business as a going concern including goodwill and contracts","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":239,"recommended_template":240,"slug":241},"Granting a security interest in moveable assets without transferring ownership","General Security Agreement","security-agreement-D915",{"situation":243,"recommended_template":88,"slug":244},"Transferring only personal property between individuals with simple terms","bill-of-sale-D1229",{"situation":246,"recommended_template":106,"slug":247},"Conveying assets as part of a corporate merger or amalgamation","asset-purchase-agreement-D928",{"situation":249,"recommended_template":250,"slug":251},"Transferring a vehicle as a standalone moveable asset","Vehicle Bill of Sale","bill-of-sale-for-a-motor-vehicle-D1132",{"situation":253,"recommended_template":254,"slug":255},"Assigning receivables or intangible property rights to a third party","Assignment Agreement","assignment-agreement-D13247",[257,260,263,266,269,272,275,278,281,284,287,290],{"term":258,"definition":259},"Conveyance","The legal act of transferring title or ownership of property from one party to another by means of a written instrument.",{"term":261,"definition":262},"Transferor","The party who currently holds title to the property and is transferring it to another — equivalent to the seller or grantor in a sale context.",{"term":264,"definition":265},"Transferee","The party receiving title to the property — equivalent to the buyer or grantee.",{"term":267,"definition":268},"Moveable Property","Property that can be physically relocated without damage or loss of identity, including equipment, vehicles, inventory, and financial instruments.",{"term":270,"definition":271},"Immoveable Property","Property fixed to land or permanently attached to a structure — typically land, buildings, and fixtures — that cannot be moved without alteration.",{"term":273,"definition":274},"Consideration","The value exchanged between parties to make the agreement binding — typically a monetary purchase price, assumption of debt, or transfer of other assets.",{"term":276,"definition":277},"Title","Legal ownership of property, including the right to possess, use, and dispose of it — distinct from mere physical possession.",{"term":279,"definition":280},"Encumbrance","Any claim, lien, mortgage, charge, or restriction on property that may limit the transferor's ability to convey clear title.",{"term":282,"definition":283},"Warranty of Title","A transferor's promise that they hold clear title and have the legal right to transfer the property free of undisclosed encumbrances.",{"term":285,"definition":286},"Conditions Precedent","Events or acts that must occur before the conveyance becomes effective — such as regulatory approval, payment in full, or discharge of an existing mortgage.",{"term":288,"definition":289},"Fixtures","Items originally moveable that have been permanently affixed to land or a building, causing them to be treated legally as immoveable property.",{"term":291,"definition":292},"Possession Date","The agreed date on which physical control of the property transfers to the transferee, which may differ from the date title legally passes.",[294,299,304,309,314,319,324,329,334,339],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Parties and recitals","Identifies the transferor and transferee by full legal name, entity type, and jurisdiction, and states the background purpose of the conveyance.","This General Conveyance Agreement is entered into as of [DATE] between [TRANSFEROR LEGAL NAME], a [ENTITY TYPE] organized under the laws of [JURISDICTION] ('Transferor'), and [TRANSFEREE LEGAL NAME], a [ENTITY TYPE] organized under the laws of [JURISDICTION] ('Transferee').","Using a trade name instead of the registered legal entity name — if the registered name does not match, third-party registries and land registries will reject the conveyance.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Description and schedule of assets","Identifies every asset being transferred, divided into moveable and immoveable categories, with sufficient particularity that each item can be unambiguously located and verified.","The assets conveyed hereunder are described in Schedule A (Immoveable Property) and Schedule B (Moveable Property) attached hereto and incorporated by reference. Schedule A contains legal descriptions of each parcel; Schedule B contains serial numbers, make, model, and location of each item of moveable property.","Describing assets in vague terms such as 'all equipment located on the premises' — courts require enough specificity to identify each asset, and vague descriptions void the conveyance for those items.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Consideration and payment","States the total purchase price or other consideration, how and when it is to be paid, and what happens if payment is not made on time.","In consideration of the sum of $[AMOUNT] (the 'Purchase Price'), payable as follows: (a) $[DEPOSIT AMOUNT] on execution; (b) the balance of $[BALANCE] on the Closing Date by wire transfer to [ACCOUNT DETAILS]. Time is of the essence with respect to payment.","Omitting 'time is of the essence' language — without it, a delayed payment may not automatically constitute a breach entitling the transferor to rescind the agreement.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Warranty of title and authority","The transferor confirms they hold clear title to all listed assets, have the legal right to transfer them, and that no undisclosed encumbrances exist.","Transferor warrants that: (a) it is the sole legal and beneficial owner of the Assets; (b) it has full authority to enter into and perform this Agreement; and (c) the Assets are free and clear of all liens, charges, mortgages, and encumbrances except as disclosed in Schedule C.","Providing a warranty without conducting a lien search first — an undisclosed encumbrance discovered after closing triggers warranty liability and can unwind the transaction entirely.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representations and disclosures","The transferor makes factual statements about the condition, use, regulatory status, and known defects of the assets, giving the transferee a factual basis for the transaction.","Transferor represents that: (a) the Moveable Property is in [CONDITION — good working order / as-is]; (b) the Immoveable Property is not subject to any outstanding municipal orders or environmental remediation requirements except as disclosed; and (c) all property taxes are current as of [DATE].","Using 'as-is' without explicitly stating it in the representations clause and having the transferee acknowledge it in writing — undisclosed material defects can still give rise to misrepresentation claims.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Conditions precedent to closing","Lists the events or deliverables that must be satisfied before the transfer becomes legally effective — such as regulatory approvals, discharge of mortgages, or board authorizations.","The obligations of each party are conditional upon: (a) receipt of all required regulatory and governmental approvals by [DATE]; (b) discharge of the mortgage registered against [PROPERTY DESCRIPTION] by [DATE]; and (c) delivery of board resolutions authorizing the transaction by each party.","Setting conditions with no outside date — an open-ended condition can be used strategically to delay or avoid closing indefinitely.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Delivery and possession","Specifies the date on which physical possession of each class of asset transfers, where delivery takes place, and who bears risk of loss between signing and possession.","Delivery of Moveable Property shall occur at [ADDRESS] on [DATE] at [TIME]. Delivery of Immoveable Property shall be by key handover and vacant possession on the Closing Date. Risk of loss passes to Transferee upon delivery of each asset class.","Failing to specify when risk of loss transfers — if a fire destroys a building between signing and closing and the contract is silent, courts in different jurisdictions reach opposite conclusions on who bears the loss.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Encumbrance schedule and discharge obligations","Discloses all known liens, mortgages, and charges on the assets and states which party is responsible for discharging them before or at closing.","The Assets are subject to the encumbrances listed in Schedule C. Transferor shall discharge or cause to be discharged all encumbrances listed in Schedule C at or before the Closing Date and shall provide documentary evidence of discharge to Transferee.","Listing encumbrances on an immoveable property but omitting PPSA or UCC financing statements registered against moveable assets — a buyer who fails to check both registries may take subject to an undisclosed security interest.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Indemnification","Each party agrees to compensate the other for losses arising from a breach of their representations, warranties, or obligations under the agreement.","Transferor shall indemnify, defend, and hold harmless Transferee from and against any losses, claims, damages, and expenses arising from: (a) any breach of Transferor's representations or warranties; (b) any encumbrance not disclosed in Schedule C; or (c) any pre-closing liability relating to the Assets.","No cap on indemnification exposure — an uncapped indemnity can expose the transferor to claims exceeding the transaction value, making the deal uninsurable and the clause commercially unreasonable.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Governing law and dispute resolution","States which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation.","This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [BODY] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to the location of the immoveable property — in most jurisdictions, the lex situs (law of the place where land is situated) governs immoveable property regardless of what the contract says.",[345,350,355,360,365,370,375,380],{"step":346,"title":347,"description":348,"tip":349},1,"Identify all parties with full legal names","Enter the registered legal name, entity type, and jurisdiction of incorporation for both the transferor and transferee. Confirm names against corporate registry filings before signing.","For immoveable property, the transferor's name on this agreement must match the name on the existing title record exactly — a mismatch requires a corrective affidavit that delays closing.",{"step":351,"title":352,"description":353,"tip":354},2,"Complete Schedule A with legal property descriptions","For each parcel of immoveable property, copy the legal description exactly as it appears in the current deed or land registry record. Include lot number, plan number, and municipality.","Obtain a current title search or land registry printout before completing this schedule — relying on an old deed may miss recent subdivisions or boundary changes.",{"step":356,"title":357,"description":358,"tip":359},3,"Complete Schedule B with moveable asset details","List every moveable asset to be conveyed with make, model, serial number, year, and current location. For inventory, attach a dated inventory count certified by both parties.","Walk the premises together with the transferee before signing and cross-reference the physical inventory against Schedule B — disputes over missing assets are common and expensive.",{"step":361,"title":362,"description":363,"tip":364},4,"State the consideration and payment mechanics","Enter the total purchase price, deposit amount, balance, payment method (wire, certified cheque), and the closing date. Add late-payment interest if applicable.","Include a specific account number for wire transfers and confirm banking details with the receiving party by phone before closing — wire fraud is common in real estate and asset transactions.",{"step":366,"title":367,"description":368,"tip":369},5,"Complete Schedule C with all known encumbrances","Run a PPSA or UCC lien search against all moveable assets and a title search against all immoveable property. List every result — mortgage, charge, financing statement, or caveat — in Schedule C with the registered instrument number.","Search under every name variation the transferor has used in the past five years — legal name, trade names, and former names — to catch all registered interests.",{"step":371,"title":372,"description":373,"tip":374},6,"Set conditions precedent with firm outside dates","List every condition that must be satisfied before closing and assign a specific calendar date by which each must be met. Include a termination right if conditions are not satisfied by the outside date.","Build in at least 5–10 business days of buffer between your last condition deadline and the closing date to accommodate processing delays.",{"step":376,"title":377,"description":378,"tip":379},7,"Confirm delivery logistics and risk-of-loss transfer","Specify the exact location, date, and time for delivery of moveable assets. For immoveable property, confirm vacant possession and key handover arrangements. State expressly when risk of loss passes for each asset class.","Arrange property insurance effective from the risk-of-loss transfer date — a gap in coverage between the transferor's cancellation and the transferee's binding date is a common source of uninsured losses.",{"step":381,"title":382,"description":383,"tip":384},8,"Execute and register as required","Both parties must sign before a witness or notary as required by the governing jurisdiction. File or register the conveyance instrument with the applicable land registry, personal property registry, or corporate registry within the prescribed timeframe.","Registration deadlines vary by jurisdiction — in some provinces and US states, an unregistered conveyance is ineffective against third parties even if the parties have signed. Register promptly.",[386,390,394,398,402,406],{"mistake":387,"why_it_matters":388,"fix":389},"Vague asset descriptions in the schedules","Courts require sufficient specificity to identify each asset conveyed. A description like 'all equipment on the premises' gives the transferee no protection if the transferor removes items before closing.","List every moveable asset with serial number, make, model, and location; use the exact legal description for each parcel of immoveable property copied from the current registry record.",{"mistake":391,"why_it_matters":392,"fix":393},"Choosing a governing law inconsistent with the property's location","Most jurisdictions apply the lex situs rule — the law of where land is physically located governs its transfer, overriding any contractual choice-of-law clause.","Use the jurisdiction where the immoveable property is located as the governing law, and if assets span multiple jurisdictions, address each property's jurisdiction separately in the schedules.",{"mistake":395,"why_it_matters":396,"fix":397},"No cap on indemnification liability","An uncapped indemnity can expose a transferor to claims that dwarf the sale price — a scenario that may make the transaction uninsurable and deter the transferor from proceeding.","Negotiate a liability cap tied to the purchase price (e.g., 100% of consideration for title defects, 25% for general warranty breaches) and a survival period of 12–24 months post-closing.",{"mistake":399,"why_it_matters":400,"fix":401},"Signing the agreement after the assets have already been delivered","In several jurisdictions, a conveyance executed after possession has passed raises questions about the timing of title transfer, registration priority, and whether the instrument is validly backdated.","Execute the conveyance agreement before or simultaneously with the transfer of possession, and register the instrument immediately upon execution.",{"mistake":403,"why_it_matters":404,"fix":405},"Omitting PPSA or UCC lien searches on moveable assets","A transferee who takes moveable property subject to an undisclosed registered security interest may take possession but not free title — the secured creditor can repossess the assets.","Run a personal property registry search in every jurisdiction where the moveable assets are ordinarily kept, under all names the transferor has used, before signing.",{"mistake":407,"why_it_matters":408,"fix":409},"No outside date on conditions precedent","An open-ended condition allows either party to delay closing indefinitely by claiming the condition is still pending, creating uncertainty and potential loss of alternative buyers or financing.","Assign a firm calendar date to each condition precedent and include a mutual termination right — with return of any deposit — if conditions are not satisfied by that date.",[411,414,417,420,423,426,429,432,435],{"question":412,"answer":413},"What is a General Conveyance Agreement?","A General Conveyance Agreement is a legally binding document that transfers ownership of property — both moveable assets such as equipment and inventory and immoveable assets such as land and buildings — from a transferor to a transferee. It identifies the assets with specificity, states the consideration paid, includes title warranties, and records the conditions under which delivery and title passage occur. It is commonly used in business sales, corporate reorganizations, and estate settlements where multiple asset classes are transferred in a single transaction.\n",{"question":415,"answer":416},"What is the difference between moveable and immoveable property in a conveyance?","Moveable property includes assets that can be physically relocated — equipment, vehicles, inventory, receivables, and personal effects. Immoveable property includes land, buildings, and fixtures permanently attached to land. The legal rules governing transfer differ significantly: immoveable property typically requires registration in a public land registry to bind third parties, while moveable property may be transferred by delivery and registration in a personal property registry. A general conveyance agreement addresses both classes in a single instrument, which is particularly useful when a business owns both.\n",{"question":418,"answer":419},"When do I need a General Conveyance Agreement rather than a simpler Bill of Sale?","A Bill of Sale is appropriate for transferring a single item of moveable property in a simple transaction. A General Conveyance Agreement is needed when the transfer involves multiple asset classes — especially both moveable and immoveable property — or when the transaction requires title warranties, encumbrance schedules, conditions precedent, and indemnification provisions that a standard Bill of Sale does not cover. Business sales, secured lending transactions, and corporate restructurings typically require a General Conveyance Agreement.\n",{"question":421,"answer":422},"Does a conveyance agreement need to be registered?","For immoveable property, registration with the applicable land registry is typically required to bind third parties — an unregistered conveyance is generally valid between the parties but does not protect against a subsequent purchaser or creditor who registers first. For moveable property, registration under a personal property security regime (PPSA in Canada, UCC Article 9 in the US) is not required to transfer ownership but is necessary to protect the transferee's title against the transferor's creditors. Requirements vary by jurisdiction, so legal advice is recommended.\n",{"question":424,"answer":425},"What warranties does the transferor typically give in a conveyance agreement?","The transferor typically warrants that it holds clear legal and beneficial title to all assets, has the authority to transfer them, and that no undisclosed encumbrances exist. For immoveable property, this commonly includes confirmation that there are no outstanding municipal orders, environmental notices, or zoning violations. For moveable property, it includes confirmation that no PPSA or UCC financing statements are registered against the assets except as disclosed. Warranties are backed by an indemnification clause that compensates the transferee for losses arising from a breach.\n",{"question":427,"answer":428},"Can one conveyance agreement cover assets in multiple jurisdictions?","Yes, but with important caveats. Immoveable property in each jurisdiction is governed by the local law of that jurisdiction regardless of the choice-of-law clause in the agreement — this is the lex situs rule. Practically, this means a single agreement can document the parties' commercial arrangement, but separate jurisdiction-specific transfer instruments (deeds, notarial acts) may be required for land in each location. Legal counsel in each jurisdiction should confirm local registration requirements before closing.\n",{"question":430,"answer":431},"Is notarization required for a General Conveyance Agreement?","Requirements vary by jurisdiction and asset type. In Quebec, France, and many civil-law countries, a notarial deed is required for any transfer of immoveable property. In common-law jurisdictions such as most US states, England, and most Canadian provinces, notarization of the conveyance agreement itself is typically not required, though the deed of transfer registered against the land may require witnessing or specific formalities. Always confirm local requirements before closing.\n",{"question":433,"answer":434},"What happens if the transferor cannot deliver clear title at closing?","If the transferor breaches its warranty of title or fails to discharge a disclosed encumbrance by closing, the transferee typically has the right to terminate the agreement and recover the deposit, claim specific performance to compel the transfer with a price reduction, or seek damages under the indemnification clause. Including a clear remedies clause and a definition of material breach in the agreement avoids ambiguity about which remedies are available and whether they are exclusive.\n",{"question":436,"answer":437},"Do I need a lawyer to complete a General Conveyance Agreement?","For straightforward asset transfers of low to moderate value where title is clear and no encumbrances exist, a high-quality template reviewed by the parties may be sufficient. Legal review is strongly recommended when the transaction involves immoveable property (which requires compliance with local land transfer formalities), when the purchase price is material, when encumbrances must be discharged at closing, or when the assets span multiple jurisdictions. A 2–4 hour lawyer review typically costs $500–$1,500 and is warranted for any transaction above $50,000.\n",[439,443,447,451],{"industry":440,"icon_asset_id":441,"specifics":442},"Commercial real estate","industry-real-estate","Conveys land and buildings alongside FF&E (furniture, fixtures, and equipment) in a single instrument, with Schedule A covering the legal property description and Schedule B covering all moveable assets included in the sale.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing","industry-manufacturing","Transfers production facilities (immoveable) and machinery, tooling, inventory, and vehicles (moveable) in business-sale or intra-group restructuring transactions, with PPSA or UCC lien searches essential for moveable assets.",{"industry":448,"icon_asset_id":449,"specifics":450},"Financial services and lending","industry-fintech","Used by lenders taking a conveyance of assets in satisfaction of a debt, or in loan workouts where a borrower voluntarily transfers secured assets in lieu of foreclosure, requiring precise encumbrance disclosure and discharge mechanics.",{"industry":452,"icon_asset_id":453,"specifics":454},"Professional services","industry-professional-services","Conveys office premises and leasehold improvements (immoveable) alongside equipment, client files, and work-in-progress (moveable) when a professional practice is sold, with regulatory body consent conditions often required.",[456,459,462,465],{"vs":88,"vs_template_id":457,"summary":458},"bill-of-sale-D382","A Bill of Sale covers the transfer of a single item or a simple list of moveable assets without warranties of title, encumbrance schedules, or conditions precedent. A General Conveyance Agreement is the appropriate instrument when the transfer involves both moveable and immoveable property, requires title warranties backed by indemnification, or involves conditions that must be satisfied before closing. Use a Bill of Sale for simple personal property transfers; use a General Conveyance Agreement for complex business or real property transactions.",{"vs":106,"vs_template_id":460,"summary":461},"asset-purchase-agreement-D13612","An Asset Purchase Agreement is a comprehensive commercial contract that governs the terms of a business asset acquisition — including representations about the business, employee matters, assumed liabilities, and post-closing covenants. A General Conveyance Agreement is the transfer instrument that executes the actual change in title at closing, often as a closing deliverable under an Asset Purchase Agreement. In complex transactions, both documents are used: the Asset Purchase Agreement governs the deal; the General Conveyance Agreement effects the transfer.",{"vs":240,"vs_template_id":463,"summary":464},"general-security-agreement-D13239","A General Security Agreement grants a security interest over assets as collateral for a debt without transferring ownership — the debtor retains title and possession. A General Conveyance Agreement transfers full ownership from one party to another. The distinction matters for lenders: a security agreement preserves the borrower's ownership while creating a priority claim; a conveyance is used only when ownership is actually changing hands, such as in a sale or debt-satisfaction transfer.",{"vs":151,"vs_template_id":466,"summary":467},"real-estate-purchase-agreement-D13611","A Real Estate Purchase Agreement governs the sale of land and buildings alone, with terms specific to property transactions such as home inspection conditions, title insurance, and mortgage financing conditions. A General Conveyance Agreement is broader — it covers both immoveable and moveable property together and is appropriate when a transaction involves significant moveable assets alongside real property. Where the transaction is purely real estate with no associated moveable assets, a jurisdiction-specific Real Estate Purchase Agreement is the more appropriate and complete instrument.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Simple intra-company asset transfers of clear-title moveable property between related entities where no immoveable property or third-party encumbrances are involved","Free","1–2 hours",{"best_for":474,"cost":475,"time":476},"Business asset sales up to $250K involving both moveable and immoveable property in a single jurisdiction with clear title","$500–$1,500","2–5 business days",{"best_for":478,"cost":479,"time":480},"Multi-jurisdictional transfers, transactions above $250K, assets subject to encumbrances requiring discharge, or conveyances as part of a secured lending or insolvency arrangement","$2,000–$10,000+","1–4 weeks",[482,487,492,497],{"code":483,"name":484,"flag_asset_id":485,"note":486},"us","United States","flag-us","Transfer of real property requires a deed (warranty, quitclaim, or grant deed depending on the state) recorded with the county recorder or register of deeds — the conveyance agreement alone does not transfer title. Moveable personal property transfers are governed by UCC Article 2 (goods) or Article 9 (secured transactions). Most states impose a real estate transfer tax or documentary stamp tax on the recorded consideration. State-specific deed formalities — witnesses, notarization, grantor-grantee indexing — vary and must be confirmed locally.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"ca","Canada","flag-ca","Real property transfer requirements vary by province — most provinces use a land titles or registry system requiring a transfer instrument registered by a lawyer or notary. Quebec requires a notarial deed for any immoveable property transfer. PPSA registration is required in each province where moveable assets are ordinarily kept to protect the transferee against the transferor's creditors. Land transfer taxes apply in most provinces; Ontario and Toronto impose additional municipal taxes on residential and commercial property above specified thresholds.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"uk","United Kingdom","flag-uk","Transfer of land in England and Wales requires a TR1 or TP1 form registered with HM Land Registry; Scottish property transfers use a Disposition registered in the Land Register of Scotland. Stamp Duty Land Tax (SDLT) applies in England; Land Transaction Tax (LTT) applies in Wales; Land and Buildings Transaction Tax (LBTT) applies in Scotland. Moveable property (chattels) transfers are governed by the Sale of Goods Act 1979 and require no formal registration. Legal completion and registration must occur promptly as an unregistered transfer does not bind a subsequent purchaser for value.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"eu","European Union","flag-eu","Immoveable property transfer requirements are set by each member state — France and Spain require a notarial deed (acte authentique / escritura pública); Germany requires a notarized agreement and entry in the Grundbuch (land register). Transfer taxes and notary fees vary significantly: France imposes droits de mutation of approximately 5–6% on non-new property; Germany's Grunderwerbsteuer ranges from 3.5–6.5% by state. GDPR considerations arise when customer data or employee records are included among the transferred assets. Cross-border EU conveyances should confirm whether EU Succession Regulation 650/2012 or Rome I Regulation principles affect governing law selection.",[244,247,237,241,233,251,255,503,504,505,506,507],"non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","promissory-note-D434","indemnification-agreement-D13016","general-power-of-attorney-D1037",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":115,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"transfers-terminations-and-releases","agreement","general","all-stages",[515,516,517,518,519],"conveyance","property-transfer","ownership-transfer","legal-agreement","asset-transfer",0.92,"\u003Ch2>What is a General Conveyance Agreement (Moveable & Immoveable)?\u003C/h2>\n\u003Cp>A \u003Cstrong>General Conveyance Agreement\u003C/strong> is a legally binding instrument that formally transfers ownership of both moveable property — such as equipment, vehicles, inventory, and receivables — and immoveable property — such as land, buildings, and permanently affixed fixtures — from a transferor to a transferee in a single, comprehensive document. It records the agreed consideration, identifies every asset being transferred through detailed schedules, provides title warranties backed by indemnification, discloses known encumbrances, and establishes the conditions under which title and possession pass. Unlike a simple bill of sale, a General Conveyance Agreement is designed for transactions where multiple asset classes are involved and where the legal formality of a documented transfer is necessary to protect both parties and satisfy third-party registry requirements.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed conveyance agreement, title to the transferred assets may not legally pass — leaving the transferee exposed to the transferor's creditors, competing claims from other purchasers, and challenges from public registries that require a formal instrument before recording a change of ownership. For immoveable property, an unregistered transfer is generally ineffective against a subsequent buyer who registers first. For moveable property, a transferee who fails to obtain a clear conveyance and conduct lien searches may take assets subject to undisclosed security interests that a creditor can enforce at any time. The indemnification and warranty clauses in this agreement also give the transferee a contractual remedy if a title defect surfaces after closing — without them, the only recourse is the more costly route of tort litigation. This template gives you a professionally structured starting point that covers the full scope of a mixed-asset transfer, reducing the risk of unenforceable provisions and registration delays.\u003C/p>\n",1778773566517]