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

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

3. Real Estate: Provisions regarding property transfer or assignment of leases - required if real estate is involved

4. Tax Matters: Specific tax-related provisions - required for complex transactions with significant tax implications

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

6. Transition Services: Details of post-completion services provided by Seller - required if ongoing support is needed

7. Earn-out Provisions: Structure for additional payments based on future performance - optional based on deal terms

8. Anti-money Laundering: Specific AML provisions - required for regulated businesses or high-value transactions

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

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

3. Properties Schedule: Details of all real estate assets and leases

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

5. Employee Schedule: List of employees and their key employment terms

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

7. Warranties Schedule: Detailed warranties given by the Seller

8. Completion Deliverables Schedule: List of all documents and items to be delivered at completion

9. Purchase Price Allocation Schedule: Breakdown of purchase price allocation across assets

10. Encumbrances Schedule: List of all encumbrances affecting the business