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1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Transition Services: Include when the seller will provide post-completion services to ensure business continuity

3. Employee Matters: Detailed section needed when employees are transferring or special arrangements are required

4. Intellectual Property Assignment: Specific provisions required when IP is a significant component of the business

5. Real Property: Required when the business includes property ownership or lease transfers

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

7. Tax Covenants: Detailed tax provisions needed for complex tax structures or specific tax arrangements

8. Debt and Security Release: Required when the business has existing debt or security arrangements

9. Parent Company Guarantee: Include when parent company guarantees are required for either party

10. Break Fee: Used when parties want to specify compensation if the deal fails under certain circumstances

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

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

3. Real Property Schedule: Details of owned or leased properties

4. Intellectual Property Schedule: List of all IP rights, registrations, and licenses

5. Employee Schedule: List of employees, their terms, and benefits

6. Material Contracts Schedule: Key contracts and agreements affecting the business

7. Financial Statements: Recent financial statements and management accounts

8. Encumbrances Schedule: List of all encumbrances affecting the business

9. Completion Deliverables: Detailed list of documents and items to be delivered at completion

10. Warranties Schedule: Detailed warranties given by the seller

11. Tax Schedule: Specific tax-related provisions and allocations

12. Properties Schedule: Details of all business premises and property rights