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1. Intellectual Property: Required when the sale includes transfer of IP rights

2. Conditions Precedent: Used when completion is subject to certain conditions being satisfied

3. Post-Completion Obligations: Needed when parties have ongoing obligations after completion

4. Tax Provisions: Required for complex transactions with specific tax implications

5. Employee Matters: Needed when the sale involves transfer of employees

6. Non-Competition: Used when restricting seller's future competitive activities

7. Transitional Services: Required when seller needs to provide temporary support post-completion

8. Force Majeure: Optional protection against unforeseen events preventing performance

9. Dispute Resolution: Detailed dispute resolution procedures beyond simple governing law clause

1. Schedule 1 - Description of Sale Items: Detailed description of goods or assets being sold

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components if complex

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Seller's Warranties: Detailed warranties about the sale items

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the sale items

6. Schedule 6 - Intellectual Property Rights: Details of any IP rights included in the sale

7. Appendix A - Form of Transfer Documents: Templates for any required transfer documentation

8. Appendix B - Power of Attorney: Template power of attorney if required for completion