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1. Due Diligence: Detailed process and scope of due diligence investigation - include if extensive due diligence is anticipated

2. Regulatory Approvals: Required governmental or regulatory approvals - include if transaction requires specific approvals

3. Employee Matters: Treatment of employees and related liabilities - include if employees are being transferred

4. Intellectual Property: Special provisions for IP transfers - include if IP assets are significant

5. Real Estate: Special provisions for real property transfers - include if real estate is involved

6. Environmental Matters: Environmental compliance and liabilities - include if environmental risks exist

7. Tax Structure: Proposed tax treatment - include if transaction has complex tax implications

8. Financing: Financing arrangements - include if purchase is subject to financing

9. Post-Closing Covenants: Post-closing obligations - include if ongoing obligations are contemplated

10. Break Fee: Break fee provisions - include if significant transaction costs anticipated

1. Asset Schedule: Detailed list and description of assets to be purchased

2. Excluded Assets: List of specific assets excluded from the transaction

3. Purchase Price Allocation: Breakdown of purchase price across asset categories

4. Key Contracts: List of material contracts included in the purchase

5. Required Consents: List of third-party consents needed for the transaction

6. Key Employees: List of key employees if relevant to the transaction

7. Timeframe Schedule: Detailed timeline of key dates and milestones

8. Due Diligence Checklist: Preliminary list of required due diligence items