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1. Conditions Precedent: Include when the sale is subject to fulfillment of specific conditions

2. Due Diligence: Include when purchaser requires a period to investigate the sale item

3. Intellectual Property: Include when the sale involves transfer of IP rights

4. Employee Matters: Include when the sale involves transfer of employees

5. Regulatory Compliance: Include when specific regulatory approvals are required

6. Tax Matters: Include when special tax considerations apply to the transaction

7. Post-Sale Obligations: Include when parties have continuing obligations after the sale

8. Restraint of Trade: Include when seller must be restricted from competing

1. Schedule 1: Description of Sale Items: Detailed description of items being sold including specifications, conditions, and quantities

2. Schedule 2: Purchase Price Calculation: Breakdown of purchase price components and calculation method if complex

3. Schedule 3: Payment Schedule: If payment is in installments or subject to conditions

4. Schedule 4: Warranties: Detailed warranties and representations if extensive

5. Schedule 5: Due Diligence Requirements: List of documents and information to be provided for due diligence

6. Appendix A: Required Regulatory Approvals: List of necessary regulatory approvals and status

7. Appendix B: Encumbrances: List of any existing encumbrances on the sale items