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1. Purchase Price Adjustment: Used when the final purchase price may be adjusted based on closing financial statements or other metrics

2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

3. Employee Matters: Required when specific arrangements for key employees or employee benefits are necessary

4. Tax Matters: Detailed tax provisions for complex transactions or specific tax elections

5. Environmental Matters: Important for companies with significant environmental exposure

6. Intellectual Property Rights: Detailed IP provisions for technology companies or IP-heavy businesses

7. Competition Law Compliance: Required for transactions meeting competition law thresholds

8. Transition Services: Include when post-closing services are needed from the seller

9. Foreign Investment Approval: Required for transactions involving foreign buyers under Investment Canada Act

1. Disclosure Schedule: Exceptions and qualifications to representations and warranties

2. Share Certificate(s): Copies of share certificates being transferred

3. Financial Statements: Recent financial statements of the target company

4. Material Contracts: List and copies of important contracts

5. Intellectual Property: List of IP assets and registrations

6. Real Property: Details of owned and leased real estate

7. Employee Information: List of employees and employment terms

8. Required Consents: Third-party consents needed for closing

9. Permitted Encumbrances: List of accepted liens or encumbrances

10. Form of Closing Documents: Templates of documents to be delivered at closing

11. Purchase Price Allocation: Breakdown of purchase price for tax purposes

12. Working Capital Calculation: Methodology for calculating working capital adjustments