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1. Parties: Identification of buyer and seller, including legal entity types and addresses
2. Background/Recitals: Context of the sale and basic information about the business being sold
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms, including assets/business being sold and purchase price
5. Payment Terms: Structure and timing of payments, including any installments or earnouts
6. Closing: Closing date, deliverables, and procedures
7. Representations and Warranties: Seller's statements about the business condition, assets, and liabilities
8. Covenants: Ongoing obligations of both parties
1. Non-Compete: Restrictions on seller's future business activities - include when protecting business goodwill is crucial
2. Employee Matters: Treatment of existing employees - include when business has employees being transferred
3. Transition Services: Seller's assistance post-closing - include when complex handover is required
4. Environmental Matters: Environmental compliance and liabilities - include when business involves environmental risks
1. Asset Schedule: Detailed list of physical assets included in sale
2. Excluded Assets Schedule: List of assets specifically excluded from sale
3. Assumed Liabilities Schedule: List of liabilities buyer will assume
4. Contracts Schedule: List of contracts being assigned
5. Intellectual Property Schedule: List of IP assets being transferred
6. Employee Schedule: List of employees and their key terms
7. Real Property Schedule: Details of any real estate included in sale
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