1. Tax Matters: Detailed tax provisions when transaction has significant tax implications or structuring requirements

2. Employee Matters: Provisions regarding transfer of employees when employees are being transferred as part of the transaction

3. Intellectual Property: Detailed IP provisions when significant IP assets are involved in the sale

4. Real Property: Specific provisions for real estate when real property is included in the transaction

5. Environmental Matters: Environmental representations and indemnities when business involves environmental risks

6. Transition Services: Provisions for post-closing services when seller will provide transition assistance

7. Bulk Sales Compliance: Specific provisions for compliance with Bulk Sales legislation where applicable

8. Third Party Consents: Detailed provisions regarding obtaining third party consents when significant contracts require consent to transfer

1. Schedule A - Purchased Assets: Detailed list and description of all assets being purchased

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

3. Schedule C - Allocation of Purchase Price: Breakdown of purchase price allocation among various assets including goodwill

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

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

6. Schedule F - Material Contracts: List of important contracts being transferred

7. Schedule G - Intellectual Property: Details of IP assets including trademarks, trade names, and other IP rights

8. Schedule H - Employee Information: List of employees and employment terms if applicable

9. Schedule I - Required Consents: List of third party consents required for the transaction

10. Schedule J - Form of Non-Competition Agreement: Form of non-compete agreement to be signed at closing