1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Employee Matters: Include when there are specific employee arrangements or TUPE implications

3. Real Estate: Include when the business owns or leases significant real estate assets

4. Intellectual Property: Include when IP rights are a significant part of the business assets

5. Environmental Matters: Include when the business has significant environmental risks or permits

6. Pensions: Include when there are pension schemes to be transferred or considered

7. Tax Covenant: Include when specific tax arrangements or indemnities are required

8. Transitional Services: Include when the seller will provide services post-completion

9. Bank Financing: Include when the purchase is partially bank financed

10. Regulatory Compliance: Include when specific regulatory approvals or compliance matters need addressing

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 owned and leased properties

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

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

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

7. Warranties Schedule: Detailed warranties given by the seller

8. Disclosure Schedule: Seller's disclosures against the warranties

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

10. Form of Transfer Instruments: Templates for share transfer forms or asset transfer documents

11. Encumbrances Schedule: List of all encumbrances on the business assets

12. Required Consents: List of third-party consents required for the transaction