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1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the transfer and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Transfer and Assignment: Core provisions detailing what is being transferred and assigned
5. Purchase Price and Payment: Consideration for the transfer, payment terms, and mechanisms
6. Closing: Timing and mechanics of the transfer completion
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations and promises of the parties
9. Conditions Precedent: Conditions that must be satisfied before closing
10. Indemnification: Protection and compensation obligations between parties
11. Confidentiality: Obligations regarding confidential information
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments
14. Execution: Signature blocks and execution requirements
1. Tax Matters: Specific provisions dealing with tax implications of the transfer, used when significant tax considerations exist
2. Employee Matters: Provisions regarding the transfer of employees, used when human resources are part of the transfer
3. Intellectual Property: Detailed IP transfer provisions, used when IP assets are a significant part of the transfer
4. Transition Services: Provisions for post-closing support services, used when ongoing support is needed
5. Environmental Matters: Environmental representations and obligations, used when real property or environmental risks are involved
6. Competition Compliance: Provisions ensuring compliance with competition laws, used for larger transactions
7. Foreign Investment Provisions: Provisions addressing Investment Canada Act requirements, used when foreign parties are involved
8. Data Protection: Specific provisions for handling personal data, used when personal information is part of the transfer
1. Schedule A - Transferred Assets: Detailed list and description of all assets being transferred
2. Schedule B - Excluded Assets: List of assets specifically excluded from the transfer
3. Schedule C - Purchase Price Allocation: Breakdown of how the purchase price is allocated across different assets
4. Schedule D - Required Consents: List of third-party consents required for the transfer
5. Schedule E - Assumed Liabilities: Details of liabilities being assumed by the transferee
6. Schedule F - Excluded Liabilities: Liabilities specifically excluded from the transfer
7. Schedule G - Form of Transfer Documents: Templates of specific transfer documents required for closing
8. Schedule H - Disclosure Schedule: Exceptions and qualifications to representations and warranties
9. Appendix 1 - Closing Checklist: List of all documents and actions required for closing
10. Appendix 2 - Form of Assignment and Assumption Agreement: Standard form for assignment of specific assets or contracts
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