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1. Employee Matters: Details of employee transfers and related obligations - include when employees are being transferred

2. Intellectual Property: Specific provisions for IP transfer - include when significant IP assets are involved

3. Post-Completion Obligations: Specific obligations after completion - include when there are ongoing commitments

4. Non-Competition: Restrictions on seller's future business activities - include when protecting market position

5. Tax Indemnities: Specific tax-related protections - include when tax exposures are significant

6. Property Matters: Provisions relating to business premises - include when real property is involved

7. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

1. Schedule 1: Business Assets: Detailed list of all assets included in the sale

2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3: Employees: List of employees and their key employment terms

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

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

6. Schedule 6: Contracts: List of business contracts being transferred

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

8. Appendix A: Form of Transfer Documents: Templates for various transfer documents required

9. Appendix B: Disclosure Letter: Seller's disclosures against the warranties