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1. Intellectual Property: Required when the sale includes significant IP assets

2. Real Estate: Required when the sale includes real property

3. Employee Matters: Required when the sale involves transfer of employees

4. Tax Covenants: Required for tax-heavy transactions or when specific tax arrangements are needed

5. Regulatory Compliance: Required when the transaction needs specific regulatory approvals

6. Environmental Matters: Required when the sale involves assets with environmental implications

7. Post-Completion Covenants: Required when specific actions need to be taken after completion

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

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

1. Schedule 1 - Definitions: Detailed definitions of terms used in the agreement

2. Schedule 2 - Assets: Detailed list of assets included in the sale

3. Schedule 3 - Warranties: Full set of warranties given by the seller

4. Schedule 4 - Properties: Details of any real estate included in the sale

5. Schedule 5 - Intellectual Property: List of IP rights included in the sale

6. Schedule 6 - Employees: Details of employees and their terms of employment

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

8. Schedule 8 - Form of Tax Deed: Standard form tax deed if required

9. Appendix A - Completion Accounts: Pro forma completion accounts and accounting policies

10. Appendix B - Required Consents: List of third-party consents required for the transaction