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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Context of the transaction, including brief description of the business and assets
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Purchase and Sale of Assets: Description of assets being purchased and explicitly excluded assets
5. Purchase Price and Payment: Purchase price, payment terms, adjustments, and allocation of purchase price
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Representations and Warranties: Seller's and buyer's representations regarding the assets, authority, and compliance
8. Covenants: Pre-closing and post-closing obligations of both parties
9. Indemnification: Indemnification obligations and procedures for both parties
10. Tax Matters: Treatment of tax liabilities, elections, and allocations
11. General Provisions: Standard legal provisions including notices, governing law, assignment, and amendments
1. Employment Matters: Include when employees are being transferred with the assets
2. Intellectual Property: Include when significant IP assets are part of the transaction
3. Environmental Matters: Include when assets include real property or environmental liabilities
4. Transition Services: Include when seller will provide post-closing operational support
5. Non-Competition: Include when restricting seller's future competitive activities
6. Real Property: Include when real estate assets are part of the transaction
7. Bulk Sales Compliance: Include when required by applicable provincial law
8. Foreign Investment Provisions: Include when buyer is non-Canadian
1. Schedule A - Purchased Assets: Detailed list and description of all assets being purchased
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the transaction
3. Schedule C - Purchase Price Allocation: Breakdown of purchase price allocation across asset categories
4. Schedule D - Assumed Contracts: List of contracts being assumed by the buyer
5. Schedule E - Permitted Encumbrances: List of permitted liens and encumbrances on the assets
6. Schedule F - Required Consents: List of third-party consents required for the transaction
7. Schedule G - Employees: List of employees and their key employment terms if being transferred
8. Schedule H - Intellectual Property: Detailed list of IP assets being transferred
9. Schedule I - Real Property Details: Details of any real property included in the sale
10. Schedule J - Form of Bill of Sale: Form of document transferring title to personal property
Adjustment Period
Affiliate
Agreement
Allocation
Applicable Law
Assumed Contracts
Assumed Liabilities
Business
Business Day
Closing
Closing Date
Closing Time
Confidential Information
Consent
Contract
Effective Date
Encumbrance
Environmental Laws
Excluded Assets
Excluded Liabilities
Financial Statements
GAAP
Governmental Authority
GST/HST
Indemnified Party
Indemnifying Party
Intellectual Property
Inventory
Knowledge
Liabilities
Loss
Material Adverse Change
Material Contract
Ordinary Course of Business
Permits
Permitted Encumbrances
Person
Purchase Price
Purchase Price Adjustment
Real Property
Representatives
Security Interest
Seller's Knowledge
Taxes
Tax Returns
Third Party
Transaction
Transfer Taxes
Transition Period
Working Capital
Purchase Price
Payment Terms
Closing Conditions
Due Diligence
Representations and Warranties
Covenants
Title Transfer
Asset Description
Excluded Assets
Assumed Liabilities
Purchase Price Adjustment
Tax Matters
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Environmental Compliance
Regulatory Compliance
Indemnification
Insurance
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Notice
Amendment
Severability
Entire Agreement
Further Assurances
Survival
Third Party Rights
Transition Services
Real Property
Security Interests
Public Announcements
Books and Records
Bulk Sales Compliance
Manufacturing
Retail
Technology
Real Estate
Healthcare
Professional Services
Industrial
Energy
Agriculture
Transportation
Hospitality
Construction
Mining
Financial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Operations
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Business Development Manager
Mergers & Acquisitions Director
Financial Controller
Legal Counsel
Chief Operating Officer
Asset Manager
Commercial Director
Risk Manager
Compliance Officer
Tax Director
Corporate Secretary
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