How are contracts transferred in an asset sale in Alberta?

This answer covers the law of Alberta.

In an asset sale, contracts do not move to the buyer automatically. Each one has to be transferred on purpose, usually by assignment or novation, and the contract itself often sets the conditions.

The seller's responsibility afterwards depends on the contract and the other party's agreement. A novation is a new arrangement in which the other party agrees to release the seller and deal with the buyer instead. Whether the other party must consent, or can refuse, depends on the wording of each contract, whether it is a lease, a supplier agreement or a customer contract. Read the assignment and change-of-control clauses early, before the deal timeline is fixed.

Tax treats the pieces separately too. Without an election, each property and service in a business sale is treated as a separate supply, so GST at 5% can apply to the taxable parts. A valid joint election on form GST44 means no tax is payable on the supplies, but it is unavailable where the supplier is a registrant and the buyer is not. Even with a valid election, tax is still payable on a taxable lease, licence or similar supply of property. A lawyer can review each contract and the sale structure with you.