ºÚÁÏÊÓƵ

1. Tax Provisions: Specific tax-related provisions, required when tax implications are significant or complex

2. Regulatory Approvals: Required when the transaction needs specific regulatory clearances

3. Employee Matters: Necessary when the purchase involves transfer of employees

4. Intellectual Property Rights: Required when IP assets are part of the purchase

5. Environmental Matters: Necessary when the purchase involves real estate or environmental liabilities

6. Data Protection: Required when personal data or customer databases are involved

7. Post-Completion Covenants: Include when there are specific obligations after completion

8. Competition/Antitrust Provisions: Required for transactions with competition law implications

9. Break Fee: Include when parties agree on compensation for failure to complete

10. Earn-out Provisions: Required when part of purchase price is contingent on future performance

1. Schedule 1 - Definitions: Detailed list of defined terms used in the agreement

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Schedule 3 - Conditions Precedent: Comprehensive list of all conditions precedent

4. Schedule 4 - Completion Deliverables: List of all documents and items to be delivered at completion

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

6. Schedule 6 - Disclosed Information: List of information disclosed against the warranties

7. Schedule 7 - Properties: Details of any real estate included in the purchase

8. Schedule 8 - Material Contracts: List and details of key contracts included in the purchase

9. Appendix A - Form of Transfer Documents: Templates for documents required to effect the transfer

10. Appendix B - Corporate Approvals: Required corporate authorizations and resolutions