¶¶Òõ¶ÌÊÓƵ

1. Earnout Provisions: Include when part of the purchase price is contingent on future performance

2. Regulatory Compliance: Include when the transaction requires specific regulatory approvals or compliance measures

3. Tax Matters: Include detailed tax provisions when there are complex tax implications

4. Employment Matters: Include when the purchase affects employees or requires specific employment-related arrangements

5. Intellectual Property Rights: Include when IP assets are a significant part of the purchase

6. Environmental Matters: Include when environmental liabilities or compliance is relevant to the purchase

7. Post-Closing Covenants: Include when specific obligations need to be fulfilled after closing

8. Escrow Arrangements: Include when part of the purchase price needs to be held in escrow

1. Schedule 1 - Purchase Price Calculation: Detailed breakdown of purchase price components and calculation methodology

2. Schedule 2 - Conditions Precedent: Comprehensive list of all conditions that must be satisfied before closing

3. Schedule 3 - Closing Deliverables: List of all documents and items to be delivered at closing

4. Schedule 4 - Representations and Warranties: Detailed representations and warranties of both parties

5. Schedule 5 - Disclosed Matters: List of disclosed exceptions to representations and warranties

6. Schedule 6 - Form of Transfer Documents: Templates of all transfer documents required for closing

7. Appendix A - Asset List: Detailed inventory of assets included in the purchase

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