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

2. Employee Matters: Include when specific arrangements for employee transition or retention are required

3. Intellectual Property Rights: Include when IP assets are significant to the transaction

4. Tax Matters: Include when specific tax structuring or allocations are needed

5. Environmental Matters: Include for businesses with significant environmental risks or compliance requirements

6. Real Property: Include when real estate assets are material to the transaction

7. Transition Services: Include when post-closing services from seller are required

8. Non-Competition and Non-Solicitation: Include when restrictions on seller's future activities are needed

9. Financing Conditions: Include when buyer's obligation is contingent on obtaining financing

1. Schedule A - Purchased Assets: Detailed list of assets being acquired (for asset purchases)

2. Schedule B - Excluded Assets: List of assets explicitly excluded from the transaction

3. Schedule C - Assumed Liabilities: Detailed list of liabilities being assumed by buyer

4. Schedule D - Excluded Liabilities: List of liabilities explicitly excluded from assumption

5. Schedule E - Real Property: Details of owned and leased real estate

6. Schedule F - Intellectual Property: List of patents, trademarks, copyrights, and other IP

7. Schedule G - Material Contracts: List of important contracts being assigned or assumed

8. Schedule H - Employee Information: Details of employees, benefits, and employment agreements

9. Schedule I - Permitted Encumbrances: List of accepted liens and encumbrances

10. Schedule J - Required Consents: List of third-party consents needed for closing

11. Appendix 1 - Form of Closing Certificate: Template for closing certificates

12. Appendix 2 - Form of Non-Competition Agreement: Template for non-compete agreement if required