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1. Non-Competition: Restrictions on seller's future competitive activities - used when seller's knowledge could threaten the business

2. Employee Matters: Detailed provisions about employee transfers - important when significant workforce is involved

3. Intellectual Property: Specific provisions for IP transfer and protection - crucial for technology or brand-focused businesses

4. Real Estate: Specific provisions for property transfer - needed when business includes significant real estate

5. Environmental Matters: Environmental warranties and indemnities - important for manufacturing or industrial businesses

6. Data Protection: Specific provisions for handling personal data - crucial when significant customer/employee data is involved

7. Earn-out Provisions: Structure for additional payments based on future performance - used when parties can't agree on fixed value

8. Tax Covenant: Specific tax indemnities and arrangements - important for complex tax structures

9. Transitional Services: Services provided by seller post-completion - needed when business can't operate independently immediately

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. Properties Schedule: Details of all real estate included in the sale

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

5. Employee Schedule: List of all employees and their key employment terms

6. Material Contracts Schedule: List of important business contracts being transferred

7. Completion Requirements: Detailed list of documents and actions required at completion

8. Warranties Schedule: Detailed business warranties given by the seller

9. Data Room Index: Index of due diligence documents provided

10. Permitted Encumbrances: List of permitted liens and encumbrances on assets

11. Bank Accounts: Details of bank accounts and financial arrangements being transferred