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1. Employee Matters: Required if employees are being transferred, covering TUPE/employment transfers

2. Real Estate: Required if the business includes property transfers or lease assignments

3. Intellectual Property: Required if significant IP assets are being transferred

4. Environmental Matters: Required if the business involves environmental risks or permits

5. Tax Covenant: Required for complex transactions with specific tax implications

6. Non-Competition: Optional restrictions on seller's future business activities

7. Transitional Services: Required if seller will provide ongoing services post-completion

8. Earn-out Provisions: Required if part of purchase price is contingent on future performance

1. Assets Schedule: Detailed list of all assets included in the transfer

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

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

4. Contracts Schedule: List of business contracts being transferred

5. Properties Schedule: Details of any real estate included in the transfer

6. Intellectual Property Schedule: List of all IP rights being transferred

7. Completion Obligations: Detailed list of actions required at completion

8. Warranties Schedule: Detailed warranties given by the seller

9. Permitted Encumbrances: List of permitted liens and encumbrances on assets

10. Form of Transfer Documents: Templates for specific transfer documents required at completion