1. Employee Matters: Include when employees are being transferred or when employment obligations need to be addressed

2. Intellectual Property: Include when IP assets are part of the bulk sale

3. Environmental Matters: Include when the assets include real property or environmental liabilities

4. Transition Services: Include when seller will provide post-closing transition support

5. Non-Competition: Include when restricting seller's future business activities

6. Bulk Sales Compliance: Include specific provisions for provinces where Bulk Sales Acts are still in effect

7. Real Property: Include when real estate assets are part of the sale

1. Schedule A - Asset List: Detailed inventory of all assets included in the sale

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

3. Schedule C - Purchase Price Allocation: Breakdown of purchase price across asset categories for tax purposes

4. Schedule D - Assumed Contracts: List of contracts being assumed by the purchaser

5. Schedule E - Permitted Encumbrances: List of permitted liens or encumbrances on the assets

6. Schedule F - Required Consents: List of third-party consents required for closing

7. Appendix 1 - Form of Bill of Sale: Form of transfer document for closing

8. Appendix 2 - Form of Legal Opinion: Form of legal opinion to be delivered at closing