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1. Tax Matters: Include when the transaction has significant tax implications or involves VAT considerations

2. Intellectual Property Rights: Include when the assets include IP rights that need special treatment

3. Employee Matters: Include when the assets include employees or employment contracts

4. Real Estate Provisions: Include when real estate assets are part of the transaction

5. Environmental Matters: Include when the assets might have environmental implications or liabilities

6. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

7. Post-Completion Covenants: Include when there are specific obligations that continue after completion

8. Non-Competition: Include when seller needs to be restricted from competing

9. Transitional Services: Include when seller needs to provide ongoing services post-completion

1. Asset Schedule: Detailed description and inventory of all assets being sold

2. Purchase Price Allocation: Breakdown of the purchase price across different asset categories

3. Form of Transfer Documents: Templates for various transfer instruments required

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

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

6. Encumbrances: Details of any existing encumbrances on the assets

7. Completion Checklist: List of all documents and actions required at completion

8. Warranties Schedule: Detailed warranties relating to specific assets

9. Disclosure Schedule: Seller's disclosures against the warranties