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

2. Property Matters: Required when the business owns or leases real estate

3. Intellectual Property Assignment: Needed when significant IP assets are involved

4. Environmental Matters: Required for businesses with environmental risks or compliance obligations

5. Tax Covenant: Detailed tax provisions when tax risks are significant

6. Bank Guarantees: When payment security is required

7. Transitional Services: When seller will provide services post-completion

8. Share Transfer Mechanics: Required when purchase is structured as a share sale

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

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

3. Property Schedule: Details of owned and leased properties

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

5. Intellectual Property Schedule: Details of all IP rights owned and used by the business

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

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Warranties Schedule: Detailed warranties about the business

9. Disclosed Matters: Disclosure against warranties

10. Purchase Price Adjustment Mechanism: Detailed calculation methodology for price adjustments