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1. Earnout Provisions: Include when part of purchase price is contingent on future performance

2. Employee Matters: Include when transaction involves transfer or retention of employees

3. Intellectual Property Rights: Include when IP assets are significant to the transaction

4. Real Property: Include when real estate assets are significant to the transaction

5. Environmental Matters: Include for businesses with environmental risks or compliance requirements

6. Competition Compliance: Include when transaction requires PCC approval

7. Tax Matters: Include when specific tax structuring or indemnities are required

8. Transition Services: Include when seller will provide post-closing operational support

1. Schedule of Assets: Detailed list of all assets being transferred

2. Schedule of Excluded Assets: List of assets explicitly excluded from the transaction

3. Schedule of Assumed Liabilities: Detailed list of liabilities being assumed by buyer

4. Schedule of Excluded Liabilities: List of liabilities explicitly excluded from assumption

5. Disclosure Schedule: Exceptions and qualifications to representations and warranties

6. Schedule of Key Contracts: List of material contracts being transferred

7. Schedule of Intellectual Property: List of IP rights being transferred

8. Schedule of Employees: List of employees and their key employment terms

9. Schedule of Required Consents: List of third-party consents needed for the transaction

10. Form of Closing Certificate: Template for closing certificates

11. Form of Transfer Instruments: Templates for documents effecting the transfer