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1. Employee Matters: Required when the business has employees who will be transferred or affected by the sale

2. Intellectual Property: Needed when the business includes significant IP assets

3. Real Property: Required when real estate is included in the purchase

4. Environmental Matters: Necessary for businesses with environmental considerations or risks

5. Training and Transition: Include when the seller will provide training or transition support

6. Non-Competition: Added when restricting the seller from competing post-sale

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

8. Third-Party Consents: Required when key contracts or licenses require third-party approval for transfer

9. Franchise Matters: Needed if the business is a franchise or involves franchise relationships

1. Schedule A - Assets Included in Sale: Detailed list of all assets being transferred

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

3. Schedule C - Financial Statements: Recent financial statements of the business

4. Schedule D - Material Contracts: List and copies of all material contracts being assigned

5. Schedule E - Intellectual Property: Details of all IP assets included in the sale

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

7. Schedule G - Permits and Licenses: List of all permits and licenses being transferred

8. Schedule H - Liabilities and Encumbrances: Details of any assumed liabilities or encumbrances

9. Schedule I - Inventory: Detailed inventory list if included in sale

10. Appendix 1 - Form of Bill of Sale: Template for the bill of sale to be executed at closing

11. Appendix 2 - Form of Assignment and Assumption Agreement: Template for assignment of contracts and assumption of liabilities