Membership Interest Purchase Agreement Template for Canada

1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on working capital or other metrics

2. Tax Matters: Specific provisions dealing with tax elections, allocations, and indemnities

3. Employee Matters: Provisions dealing with employment agreements, benefits, and related issues

4. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities

5. Earn-out Provisions: Structure for additional payments based on future performance

6. Environmental Matters: Specific provisions dealing with environmental liabilities and compliance

7. Intellectual Property: Special provisions dealing with IP transfers or licenses

8. Third Party Consents: Process for obtaining required third party approvals

9. Transition Services: Terms for post-closing services provided by seller

1. Schedule A - Membership Interests: Detailed description of membership interests being transferred

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes

3. Schedule C - Required Consents: List of required third-party consents and approvals

4. Schedule D - Disclosed Matters: Exceptions to representations and warranties

5. Schedule E - Material Contracts: List and copies of material contracts

6. Schedule F - Real Property: Details of owned and leased real property

7. Schedule G - Intellectual Property: List of IP assets and related agreements

8. Schedule H - Employee Matters: List of employees, benefits, and employment agreements

9. Appendix 1 - Closing Deliverables: Checklist of documents to be delivered at closing

10. Appendix 2 - Form of Transfer Documents: Forms of various transfer and assignment documents