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1. Employee Matters: Used when specific employee arrangements or transitions need to be addressed

2. Tax Matters: Include when specific tax structuring or allocations are required

3. Environmental Matters: Required for businesses with significant environmental considerations

4. Intellectual Property: Important when IP is a crucial asset of the target business

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

6. Earnout Provisions: Used when part of purchase price is contingent on future performance

7. Competition Act Compliance: Required for transactions meeting Competition Act thresholds

8. Investment Canada Act Compliance: Needed for transactions involving foreign buyers

9. Financing Cooperation: Include when buyer requires seller's assistance with transaction financing

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

2. Share/Asset Schedule: Detailed description of shares or assets being purchased

3. Purchase Price Calculation: Formula and methodology for price adjustments

4. Required Consents: List of third-party consents needed for closing

5. Material Contracts: List and copies of important business agreements

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

7. Intellectual Property: List of IP assets and registrations

8. Employee Information: List of employees, positions, and compensation

9. Permitted Encumbrances: List of accepted liens and encumbrances

10. Form of Closing Documents: Templates for officer certificates, resignations, and other closing deliverables