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1. Employee Matters: Used when employees are being transferred or when specific employee arrangements need to be addressed

2. Intellectual Property: Required when the business owns significant IP assets that need special treatment

3. Real Estate: Included when the business owns or leases property that requires specific arrangements

4. Environmental Matters: Necessary for businesses with environmental risks or compliance requirements

5. Tax Matters: Detailed tax provisions when complex tax structures or significant tax implications exist

6. Transition Services: Required when seller will provide post-closing operational support

7. Earn-out Provisions: Used when part of purchase price is contingent on future performance

1. Schedule A - Business Assets: Detailed inventory of all assets included in the sale

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

3. Schedule C - Assumed Liabilities: Detailed list of liabilities buyer will assume

4. Schedule D - Contracts: List of material contracts being transferred

5. Schedule E - Real Property: Details of owned or leased real estate

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

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

8. Schedule H - Required Consents: List of third-party consents needed for the transaction

9. Appendix 1 - Form of Non-Competition Agreement: Template for non-compete agreement to be signed at closing

10. Appendix 2 - Closing Checklist: List of all documents and actions required for closing