¶¶Òõ¶ÌÊÓƵ

1. Employee Matters: Required if employees are being transferred - covers treatment of employees and related liabilities

2. Property Transfer: Required if real property is included in the sale - details property transfer specifics

3. Intellectual Property: Required if significant IP assets are involved - covers IP transfer and protection

4. Non-Compete: Optional protection against seller competing with the business post-sale

5. Transition Services: Required if seller will provide post-completion support services

6. Environmental Matters: Required for businesses with environmental impacts or liabilities

7. Tax Covenant: Optional detailed tax provisions and allocations of tax liabilities

8. Bank Accounts: Required if specific arrangements needed for bank account transfers

9. Insurance: Optional provisions for handling existing insurance policies

10. Parent Company Guarantee: Required if parent company guarantees are part of the transaction

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

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

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

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

5. Employees: List of employees and their key employment terms

6. Material Contracts: Key contracts being transferred with the business

7. Plant and Equipment: Detailed inventory of plant and equipment

8. Warranties: Detailed seller's warranties

9. Purchase Price Adjustments: Mechanism for adjusting the purchase price

10. Completion Obligations: Detailed list of completion deliverables