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1. Third Party Consents: Required when transfer of certain assets needs third party approval

2. Intellectual Property: Needed when IP assets are included in the sale

3. Employee Matters: Required when employees are transferred as part of the asset sale

4. Environmental Matters: Important when selling assets with environmental implications or risks

5. Post-completion Adjustments: Used when price adjustments may be needed after completion

6. Restraint of Trade: Important when protecting goodwill in business asset sales

7. Tax Matters: Detailed tax provisions when complex tax implications exist

8. Transitional Services: Required when seller will provide services post-completion

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

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

3. Encumbrances: List of all security interests and encumbrances affecting the assets

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

5. Form of Transfer Documents: Pro forma transfer documents for specific assets

6. Warranties: Detailed warranties about the assets being sold

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

8. Third Party Consents: List of required third party consents and their status