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1. Employee Matters: Required if employees are being transferred or their employment is affected by the sale

2. Intellectual Property: Needed if specific intellectual property rights are part of the goodwill being transferred

3. Tax Provisions: Detailed tax arrangements if there are specific tax structuring requirements

4. Regulatory Compliance: Required for regulated industries with specific compliance requirements

5. Third Party Consents: Needed if key contracts or relationships require third party approval for transfer

6. Post-Completion Obligations: Specific ongoing obligations after completion of the sale

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

8. Break Fee: Needed if parties want to specify compensation for transaction failure

1. Schedule 1: Description of Business: Detailed description of the business and its operations

2. Schedule 2: Goodwill Components: Itemized list of all elements comprising the goodwill being purchased

3. Schedule 3: Customer List: List of current customers and key account details

4. Schedule 4: Key Contracts: Summary of important business contracts being transferred

5. Schedule 5: Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

6. Schedule 6: Completion Deliverables: List of all documents and items to be delivered at completion

7. Appendix A: Due Diligence Findings: Summary of key due diligence findings

8. Appendix B: Transition Plan: Detailed plan for business transition post-completion