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1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, typically included when seller is a key person in the business

2. Employee Matters: Provisions regarding retention, benefits, or changes to employee arrangements, needed if there are key employees

3. Tax Matters: Specific tax-related provisions and allocations, important for complex tax situations

4. Environmental Matters: Environmental representations and obligations, needed if business has environmental risks

5. Transition Services: Services provided by seller post-closing, included when seller's ongoing involvement is needed

6. Intellectual Property: Detailed IP provisions, needed if business has significant IP assets

7. Real Estate: Property-related provisions, needed if business owns/leases significant real estate

1. Schedule A - Purchased Shares: Detailed description of shares being purchased including share certificates

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes

3. Schedule C - Company Financial Statements: Recent financial statements of the business

4. Schedule D - Material Contracts: List and copies of important business contracts

5. Schedule E - Assets Inventory: List of major assets owned by the business

6. Schedule F - Intellectual Property: List of IP assets and registrations

7. Schedule G - Employee Information: List of employees and their key terms of employment

8. Schedule H - Liabilities and Obligations: List of all known liabilities and ongoing obligations

9. Appendix 1 - Closing Checklist: List of all documents and actions required for closing

10. Appendix 2 - Form of Resignation: Template for director/officer resignations

11. Appendix 3 - Release Forms: Template for any required releases