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1. Third Party Rights: Required when third parties have rights or obligations under the agreement

2. Employee Matters: Needed when the sale involves transfer of employees

3. Intellectual Property: Required when IP assets are part of the sale

4. Post-Completion Obligations: Used when there are ongoing obligations after completion

5. Non-Competition: Include when restricting seller's future competitive activities

6. Tax Indemnities: Required for complex transactions with specific tax implications

7. Environmental Matters: Needed when environmental liabilities are a concern

8. Property Matters: Required when real property is involved in the sale

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

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

3. Schedule 3 - Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

4. Schedule 4 - Completion Obligations: Checklist of documents and actions required at completion

5. Schedule 5 - Warranties: Detailed warranties given by the seller

6. Schedule 6 - Disclosed Matters: List of matters disclosed against the warranties

7. Appendix A - Form of Transfer Documents: Templates for transfer documentation

8. Appendix B - Power of Attorney: Form of power of attorney if required