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1. Conditions Precedent: Specific conditions that must be met before proceeding with the final purchase agreement

2. Regulatory Approvals: Include when the transaction requires regulatory clearance

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

4. Intellectual Property: Necessary when IP rights are part of the purchase

5. Environmental Matters: Include when environmental issues are relevant to the purchase

6. Tax Considerations: Include when specific tax structures or implications need to be addressed

7. Post-Completion Obligations: Include when parties need to outline intended post-purchase cooperation

8. Break Fee: Include when parties want to specify compensation for transaction abandonment

9. Force Majeure: Include when parties want to address extraordinary circumstances affecting the transaction

1. Asset Schedule: Detailed list and description of assets to be purchased

2. Price Calculation: Detailed methodology for calculating the purchase price

3. Due Diligence Requirements: Specific requirements and checklist for due diligence process

4. Timeline Schedule: Detailed timeline with specific milestones and deadlines

5. Required Approvals: List of necessary regulatory and third-party approvals

6. Disclosure Schedule: Known issues or exceptions to representations

7. Form of Definitive Agreement: Draft outline or key terms of the final purchase agreement