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

2. Environmental Matters: Required for businesses with significant environmental impacts or risks

3. Real Estate: Needed when the transaction includes transfer of real property

4. Third Party Consents: Required when specific third-party approvals are needed

5. Tax Matters: Detailed tax provisions when complex tax implications exist

6. Transition Services: Used when seller will provide post-completion support services

7. Foreign Investment Provisions: Required when the buyer is a foreign entity

8. Regulatory Compliance: Needed for heavily regulated industries

9. Information Technology: Required when IT systems are a crucial part of the business

1. Schedule 1 - Business Assets: Detailed list and description 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 estate included in the transaction

4. Schedule 4 - Intellectual Property: List of all intellectual property rights being transferred

5. Schedule 5 - Employees: List of employees and their key employment terms

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

7. Schedule 7 - Permits and Licenses: List of all business permits and licenses

8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion

9. Schedule 9 - Warranties: Detailed warranties about the business

10. Schedule 10 - Encumbrances: List of any existing encumbrances on business assets

11. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required at completion

12. Appendix B - Corporate Authorizations: Copies of corporate approvals and authorizations