1. Intellectual Property: Detailed provisions for IP transfer and licensing - include if the business has significant IP assets

2. Property Leases: Specific provisions for handling property leases - include if business premises are leased

3. Key Contracts: Provisions for handling material contracts - include if there are significant contracts requiring consent to transfer

4. Environmental Matters: Specific provisions dealing with environmental liabilities - include for businesses with environmental risks

5. Tax Covenant: Detailed tax indemnity provisions - include for larger transactions or where tax risks are significant

6. Non-Competition: Restrictions on seller's future competing activities - include if protecting goodwill is crucial

7. Transition Services: Terms for post-completion services by seller - include if ongoing support is needed

8. Earn-out Provisions: Structure for additional contingent payments - include if part of purchase price is performance-based

9. Bank Guarantees: Terms of any bank guarantees - include if required for purchase price security

10. Insurance: Specific insurance requirements - include for high-risk businesses

1. 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 property owned or leased

4. Employee Schedule: List of employees with key employment terms

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

6. Intellectual Property Schedule: Details of all IP rights owned or used by the business

7. Warranties Schedule: Detailed warranties given by the seller

8. Encumbrances Schedule: List of all encumbrances affecting the business or assets

9. Completion Requirements Schedule: Detailed list of completion deliverables and requirements

10. Purchase Price Adjustment Schedule: Detailed mechanics for any purchase price adjustments