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1. Tax Matters: Include when specific tax considerations need to be addressed, such as GST/HST elections

2. Employment Matters: Include when the purchase involves transfer of employees

3. Intellectual Property: Include when IP assets are part of the purchase

4. Real Property: Include when real estate is part of the transaction

5. Environmental Matters: Include when environmental liabilities or compliance is relevant

6. Transition Services: Include when post-closing assistance from seller is required

7. Non-Competition: Include when restricting seller's future competitive activities

8. Bulk Sales: Include when transaction involves sale of inventory in bulk

9. Third Party Consents: Include when assignment of contracts requires third party approval

10. Financing Conditions: Include when purchase is subject to buyer obtaining financing

1. Schedule A - Asset List: Detailed inventory of assets being purchased

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price across asset categories

3. Schedule C - Excluded Assets: List of assets explicitly excluded from the sale

4. Schedule D - Assumed Liabilities: Details of liabilities buyer is assuming

5. Schedule E - Contracts: List of contracts being assigned/assumed

6. Schedule F - Intellectual Property: Details of IP assets included in sale

7. Schedule G - Required Consents: List of required third-party consents

8. Schedule H - Permitted Encumbrances: List of acceptable liens or encumbrances

9. Appendix 1 - Form of Bill of Sale: Template for the bill of sale to be executed at closing

10. Appendix 2 - Form of Assignment and Assumption Agreement: Template for assignment of contracts and assumption of liabilities