Asset Purchase Agreement - Template - 3791351 Canada Inc. and CU-Connect

Sep 16, 2026

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Asset Purchase Agreement template covering the sale, transfer, and assignment of defined purchased assets from a vendor (CU-Connect) to a purchaser, subject to CCAA court approval orders and vesting requirements. Establishes key business context for switching services for credit unions and payment-related processing, defines extensive legal terms, and specifies foundational concepts for accounts receivable, books and records, customer contracts, equipment, assumed liabilities, and closing mechanics.

LanguageEnglish

CategoryForms

FormatPDF

Pages34

Reading Time12 min

AccessFree to download

Article 1 - Interpretation

1.1 Definitions

ASSET PURCHASE AGREEMENT THIS AGREEMENT dated as of the day of , 200__, BETWEEN: 3791351 Canada Inc. CARRYING ON BUSINESS AS “CU-CONNECT”, a corporation incorporated under the laws of Canada (hereinafter referred to as “CU-Connect” or the “Vendor”) -and- [ ], a corporation incorporated under the laws of [ ] (hereinafter referred to as the “Purchaser”) WHEREAS: A. CU-Connect is in the business of providing switching services through the Interac and other networks for certain credit unions and other financial institutions to allow them to offer shared cash dispensing at automated teller machines (“ATMs”) and Point of Sale Direct Payment to their customers at vendor point of sale debit machines (the “SS Business”) and CU-Connect also offers transaction processing services for companies who issue customer gift cards, loyalty program cards and payroll cards (the “PPCP Business”); B. CU-Connect has commenced proceedings in the Ontario Superior Court of Justice (the“CCAA Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) pursuant to which, among other things, KPMG Inc. has been appointed as the Monitor; C. Subject to the issuance of both the Approval Order and the Vesting Order, the Vendor has agreed to sell, transfer and assign to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, all of the Vendor’s interest in and to the Purchased Assets; NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenantsand agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party to the other, the parties hereto agree as follows: – 2 – ARTICLE 1 INTERPRETATION 1.1 Definitions In this Agreement: “Accounts Receivable” means all accounts receivable, notes receivable, book debts, trade debts and other debts at any time due or accruing due to the Vendor; “Affiliates” has the meaning ascribed to that term under the Canada Business Corporations Act (Canada); “Agreement” means this asset purchase agreement and all schedules attached hereto; “Applicable Law” means, in respect of any person, property, transaction or event, any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, treaty, restriction, regulatory policy, standard, code or guideline, by-law (zoning or otherwise) or Order that applies in whole or in part to such person, property, transaction or event; “Approval Order” means an Order of the CCAA Court approving the Vendor entering into this Agreement and the transactions contemplated hereunder and providing for the issuance of the Vesting Order in form and content satisfactory to both the Vendor and the Purchaser, as confirmed in writing; “Assumed Liabilities” has the meaning ascribed thereto in Section 3.3; “ATM” has the meaning ascribed to that term in the first recital hereof; “Bankruptcy and Insolvency Act” means the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended; “Books and Records” means all of the Vendor’s books, records, books of account, lists of suppliers and customers, business, research and development information, information and records relating to employees, sales, marketing, customer licensing, maintenance and support, and plans and projections within the control or possession of the Vendor on the Closing Date and all other documents, files, records, correspondence, electronic information (including emails and web page content), and other data and information, financial or otherwise within the control or possession of the Vendor on the Closing Date, including all data and information stored electronically, digitally or on computer related media, but specifically excluding any corporate or Tax books and records and any books and records relating to the Vault Cash Program; “Businesses” means collectively the SS Business and PPCP Business; – 3 – “Business Day” mean

FAQs

What is the purpose of this Asset Purchase Agreement template?

It sets out the terms under which the vendor sells, transfers, and assigns all of its interest in the purchased assets to the purchaser, subject to court approval and vesting orders.

What documents or events must occur before the sale is completed?

The agreement contemplates issuance of both an Approval Order and a Vesting Order from the CCAA court, followed by a closing where the sale and related transactions are completed.

How does the agreement define critical terms like “Accounts Receivable” and “Books and Records”?

It provides detailed definitions covering receivables due to the vendor and broad categories of corporate records, customer and supplier lists, electronic information, and related data, with specific exclusions.

Sep 16, 2026

Uploaded by Blitz