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1. Employee Matters: Required when the sale includes transfer of employees, detailing treatment of staff and obligations

2. Intellectual Property: Needed when the sale includes significant IP assets, detailing their transfer and protection

3. Property Leases: Required when the business involves leased premises that need to be transferred

4. Environmental Matters: Necessary for businesses with environmental impacts or obligations

5. Tax Indemnities: Detailed tax provisions when significant tax implications exist

6. Transition Services: Required when the seller will provide post-sale support or services

7. Foreign Exchange Provisions: Needed for international sales or when payment involves foreign currency

8. Force Majeure: Optional clause for handling unforeseen circumstances affecting contract performance

9. Assignment Rights: Required when either party needs rights to assign the agreement

10. Third Party Rights: Needed when third parties have rights under the agreement

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

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

3. Schedule 3 - Properties: Details of all real property involved in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights being transferred

5. Schedule 5 - Employee Information: Details of all employees and their terms of employment

6. Schedule 6 - Material Contracts: List of important contracts being transferred

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Appendix A - Completion Requirements: Checklist of actions required for completion

9. Appendix B - Form of Transfer Documents: Templates for various transfer documents

10. Appendix C - Financial Statements: Recent financial statements of the business