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1. Consent of Third Parties: Required when third party consent is needed for assignment of specific contracts or rights

2. Treatment of Intellectual Property: Needed when IP rights are being transferred as part of the assets

3. Employee Matters: Required when employment agreements or obligations are being transferred

4. Tax Matters: Include when specific tax allocations or obligations need to be addressed

5. Transition Services: Required when the assignor will provide temporary support services

6. Security Interests: Include when there are existing security interests affecting the assigned assets

7. Regulatory Compliance: Required when the assignment involves regulated assets or businesses

8. Confidentiality: Include when specific confidentiality obligations need to be addressed beyond the main asset purchase agreement

1. Schedule A - Assigned Assets: Detailed list and description of all assets being assigned

2. Schedule B - Assumed Liabilities: Comprehensive list of all liabilities and obligations being assumed

3. Schedule C - Assigned Contracts: List of all contracts being assigned, including key terms and consent requirements

4. Schedule D - Required Consents: List of all third-party consents required for the assignment

5. Schedule E - Excluded Assets/Liabilities: List of specific assets or liabilities explicitly excluded from the assignment

6. Schedule F - Transition Services: Details of any transition services to be provided by assignor

7. Appendix 1 - Form of Notice to Third Parties: Template for notifying third parties of the assignment

8. Appendix 2 - Form of Third Party Consent: Standard form for obtaining third party consents