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1. Property Assignment: Required if the business owns rather than leases its premises

2. Intellectual Property Transfer: Detailed IP transfer provisions if the business has significant IP assets

3. Environmental Matters: Required for businesses with environmental impacts or compliance requirements

4. Data Protection: Necessary if the business handles significant personal data

5. Earn-out Provisions: Include if part of purchase price is contingent on future performance

6. Tax Covenant: Detailed tax provisions if significant tax risks or complex tax structure

7. Parent Company Guarantee: Required if buyer or seller is guaranteed by a parent company

8. Break Fee: Include if parties agree to compensation for failed completion

9. Third Party Consents: Required if key contracts or licenses need third party approval for transfer

1. Schedule 1: 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: Properties: Details of all properties owned or leased by the business

4. Schedule 4: Intellectual Property: List of all IP rights owned or used by the business

5. Schedule 5: Employee Information: Details of all employees, including terms and conditions

6. Schedule 6: Material Contracts: List and details of key business contracts

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

8. Schedule 8: Tax Matters: Detailed tax warranties and provisions

9. Schedule 9: Completion Requirements: Detailed list of documents and actions required at completion

10. Schedule 10: Accounts: Recent financial statements and management accounts