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1. Non-Competition: Restrictions on seller's competing activities - include when selling entire business or significant customer relationships are at stake

2. Intellectual Property Rights: Detailed IP provisions - include when IP is a significant business asset

3. Real Property: Specific provisions for real estate - include when business premises are owned rather than leased

4. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

5. Regulatory Compliance: Industry-specific regulatory provisions - include for regulated industries

6. Transition Services: Post-closing support services - include when seller's continued involvement is necessary

7. Earn-out Provisions: Additional purchase price based on future performance - include when part of purchase price is contingent on future performance

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

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

3. Schedule 3 - Properties: Details of owned and leased properties

4. Schedule 4 - Intellectual Property: List of all IP rights owned and licensed

5. Schedule 5 - Material Contracts: Key business contracts being transferred

6. Schedule 6 - Employees: List of employees and their key terms of employment

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Encumbrances: List of all security interests and encumbrances

9. Schedule 9 - Permits and Licenses: List of governmental permits and licenses

10. Appendix A - Closing Deliverables: Checklist of all documents required at closing

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