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1. Intellectual Property: Specific provisions for transfer of intellectual property - include if the business owns significant IP assets

2. Real Property: Provisions regarding premises - include if real estate is part of the sale

3. Inventory: Detailed provisions regarding stock/inventory - include for retail/manufacturing businesses

4. Third Party Consents: Requirements for third party approvals - include if key contracts/licenses require consent for transfer

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Tax Provisions: Detailed tax-related provisions - include for complex tax situations or significant tax liabilities

7. Earn-out Provisions: Structure for additional payments based on future performance - include if part of purchase price is contingent

8. Supplier and Customer Relationships: Specific provisions for key business relationships - include for businesses heavily dependent on specific relationships

1. Schedule 1: Assets: Detailed list of all tangible and intangible assets included in the sale

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

3. Schedule 3: Employees: List of employees and their key employment terms

4. Schedule 4: Business Contracts: List of all business contracts being transferred

5. Schedule 5: Intellectual Property: Details of all intellectual property owned or used by the business

6. Schedule 6: Properties: Details of any real property or leases involved in the sale

7. Schedule 7: Permits and Licenses: List of all business permits, licenses, and registrations

8. Appendix A: Completion Obligations: Detailed list of actions required at completion

9. Appendix B: Form of Transfer Documents: Templates for various transfer documents required

10. Appendix C: Handover Checklist: Detailed checklist for business handover process