tiktok³ÉÈË°æ

1. Employee Matters: Specific provisions regarding transfer of employees - required if employees are transferring

2. Property: Specific provisions for transfer of property ownership or leases - required if real property is involved

3. Intellectual Property: Detailed IP transfer provisions - required if significant IP assets are involved

4. Data Protection: Specific GDPR compliance provisions - required if personal data is being transferred

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

6. Debt and Security: Provisions regarding transfer or discharge of existing debt - required if debt is being transferred

7. Post-Completion Services: Transitional service arrangements - required if seller will provide services post-completion

8. Earn-out Provisions: Structure for additional contingent payments - required if part of purchase price is performance-based

1. Schedule 1 - The Business: Detailed description of the business being sold including all assets

2. Schedule 2 - Properties: Details of all owned and leased properties

3. Schedule 3 - Intellectual Property: List of all IP rights including registrations and applications

4. Schedule 4 - Employees: List of all employees with key terms of employment

5. Schedule 5 - Material Contracts: List and copies of all material business contracts

6. Schedule 6 - Warranties: Detailed warranties given by the seller

7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions

8. Schedule 8 - Completion Deliverables: List of all documents to be delivered at completion

9. Schedule 9 - Excluded Assets: List of assets explicitly excluded from the sale

10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts

11. Appendix 2 - Properties Title Documents: Copies of title documents for any properties

12. Appendix 3 - Data Room Index: Index of due diligence materials provided