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1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals or third-party consents

2. Security Interests: Required when there are existing security interests to be discharged or new security interests to be created

3. Intellectual Property: Needed when the assets include intellectual property rights requiring specific transfer provisions

4. Employee Matters: Relevant when the asset sale involves transfer of employees or employment-related liabilities

5. Third Party Consents: Required when transfer of certain assets requires consent from third parties

6. Post-Completion Obligations: Used when parties have ongoing obligations after completion, such as transitional arrangements

7. Non-Competition: Included when the seller agrees to restrictions on competing activities

8. Confidentiality: Required when parties need to maintain confidentiality about the transaction or sensitive information

9. Asset Maintenance: Used when there's a gap between signing and completion requiring the seller to maintain assets

10. Environmental Matters: Needed when the assets include land or operations with environmental considerations

1. Asset Schedule: Detailed description and inventory of all assets being sold, including identification numbers, locations, and specifications

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

3. Encumbrances: List of all existing encumbrances, liens, or security interests affecting the assets

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

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

6. Excluded Assets: Clear identification of any assets that are specifically excluded from the sale

7. Third Party Contracts: List of contracts related to the assets that require assignment or novation

8. Condition Reports: Current condition assessments or inspection reports for key assets

9. Required Consents: List of all third-party consents required for the transfer

10. Title Documents: Copies of relevant title documents and registration certificates