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1. Employee Matters: Specific provisions regarding transfer of employees, to be included if employees are being transferred

2. Intellectual Property: Detailed IP provisions, required if the business has significant IP assets

3. Property Matters: Required if the business includes real property assets or leases

4. Environmental Matters: Necessary for businesses with environmental impacts or compliance requirements

5. Data Protection: Required if the business processes personal data

6. Financing Arrangements: Include if the purchase involves external financing

7. Tax Covenant: Detailed tax provisions, recommended for larger transactions

8. Earn-out Provisions: Include if part of the purchase price is contingent on future performance

9. Break Fee: Include if parties want to specify compensation for transaction failure

10. Third Party Consents: Required if key contracts or licenses require consent for transfer

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

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

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights included in the sale

5. Schedule 5 - Employee Information: Details of transferring employees and their terms

6. Schedule 6 - Material Contracts: List and details of key business contracts

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables and actions

9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets

10. Schedule 10 - Purchase Price Adjustments: Methodology for any purchase price adjustments