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1. Employee Matters: Specific provisions regarding transfer of employees - required if employees are being transferred

2. Intellectual Property: Detailed IP transfer provisions - required if significant IP assets are involved

3. Property Leases: Provisions regarding transfer of leases - required if business premises are leased

4. Environmental Matters: Environmental warranties and indemnities - required for businesses with environmental risks

5. Tax Covenant: Detailed tax provisions - required for complex tax arrangements or significant tax risks

6. Earn-out Provisions: Structure for additional payments based on future performance - required if deal includes earn-out

7. Parent Company Guarantee: Guarantee provisions - required if parent company guarantees are needed

8. Data Protection: Specific data protection provisions - required if business handles significant personal data

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 - Properties: Details of all business properties and premises

4. Schedule 4 - Intellectual Property: List of all IP rights included in the sale

5. Schedule 5 - Employees: List of transferring employees and their key terms

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

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

8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables

9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets

10. Appendix 1 - Completion Accounts: Format and principles for completion accounts

11. Appendix 2 - Tax Covenant: Detailed tax indemnity provisions