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1. Employee Matters: Required if employees are being transferred as part of the asset sale

2. Environmental Matters: Required if the assets include real property or operations with environmental implications

3. Intellectual Property: Required if the assets include significant IP rights

4. Tax Matters: Required for complex tax structures or specific tax elections

5. Transition Services: Required if seller will provide post-closing support services

6. Non-Competition: Optional protection against seller competing with transferred business

7. Third Party Consents: Required if material contracts or licenses require consent for transfer

8. Bulk Sales Compliance: Required in provinces where bulk sales legislation is still in effect

9. Working Capital Adjustment: Required if purchase price includes working capital true-up

10. Earn-out Provisions: Optional if part of purchase price is contingent on future performance

1. Schedule A - Asset Description: Detailed list and description of all assets being purchased

2. Schedule B - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule C - Purchase Price Allocation: Breakdown of purchase price allocation across asset categories

4. Schedule D - Assumed Liabilities: List of liabilities being assumed by the buyer

5. Schedule E - Excluded Liabilities: List of liabilities specifically excluded from the purchase

6. Schedule F - Required Consents: List of third-party consents required for closing

7. Schedule G - Material Contracts: List of material contracts being transferred

8. Schedule H - Intellectual Property: Details of IP assets being transferred

9. Schedule I - Real Property: Details of any real property included in the sale

10. Schedule J - Employees: List of employees and employment terms if applicable

11. Appendix 1 - Form of Bill of Sale: Form document for transferring title to personal property

12. Appendix 2 - Form of Assignment and Assumption Agreement: Form document for transferring contracts and assuming liabilities