������Ƶ

1. Intellectual Property: Detailed provisions for transfer of IP rights, when the business has significant IP assets

2. Real Estate: Provisions dealing with transfer or assignment of property leases, when applicable

3. Environmental Matters: Specific provisions for environmental liabilities and permits, necessary for businesses with environmental impacts

4. Data Protection: Specific provisions regarding transfer of personal data, required when significant personal data is involved

5. Pensions: Provisions dealing with pension schemes and obligations, needed when the business has pension arrangements

6. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent

7. Third Party Consents: Process for obtaining necessary third party consents, required when key contracts need consent for transfer

8. Transitional Services: Arrangements for post-completion services by seller, needed when business cannot operate independently immediately

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

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

3. Schedule 3 - Properties: Details of owned or leased properties

4. Schedule 4 - Employees: List of transferring employees and their key employment terms

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

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

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Obligations: List of documents to be delivered and actions to be taken at completion

9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets

10. Appendix A - Completion Accounts: Format and principles for preparation of completion accounts

11. Appendix B - Tax Covenant: Detailed tax indemnity and related provisions