1. Intellectual Property: Detailed provisions for transfer of IP rights, particularly important for businesses with significant IP assets

2. Transition Services: Terms for post-completion assistance from the seller, useful when complex handover is required

3. Third Party Consents: Requirements for obtaining consents from third parties, needed when key contracts require consent for assignment

4. Environmental Matters: Specific provisions dealing with environmental liabilities, important for businesses with potential environmental impacts

5. Property Lease Assignment: Provisions for transferring business premises leases, required when business operates from leased premises

6. Earn-out Provisions: Structure for additional payments based on future performance, useful in businesses with uncertain valuation

7. Key Personnel: Provisions relating to retention of key employees, important when business success depends on specific individuals

1. Schedule 1: Assets: Detailed inventory of all physical assets, equipment, and stock included in the sale

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

3. Schedule 3: Contracts: List of all business contracts being transferred

4. Schedule 4: Intellectual Property: Details of all IP rights, registrations, and licenses

5. Schedule 5: Employees: List of employees, their roles, and employment terms

6. Schedule 6: Lease Details: Details of any property leases being transferred

7. Schedule 7: Outstanding Liabilities: List of all liabilities and their treatment

8. Schedule 8: Completion Obligations: Detailed checklist of actions required at completion

9. Appendix A: Due Diligence Findings: Summary of key due diligence findings and disclosed matters

10. Appendix B: Form of Transfer Documents: Templates for various transfer documents required at completion