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1. Tax Matters: Detailed tax provisions when significant tax implications exist

2. Intellectual Property: Specific provisions for IP transfer when significant IP assets are involved

3. Environmental Matters: Required for businesses with environmental risks or liabilities

4. Real Property: Specific provisions when real estate is part of transferred assets

5. Competition/Antitrust: Required when transaction size triggers competition law requirements

6. Transitional Services: When seller will provide services post-completion

7. Non-Competition: Restrictions on seller's future business activities

8. Data Protection: Required when personal data is part of transferred assets

9. Insurance: Specific insurance requirements for high-risk assets

10. Third Party Consents: When material contracts require consent for transfer

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

2. Excluded Assets: List of assets specifically excluded from the transfer

3. Employees: List of transferring employees and their key terms

4. Contracts: List of contracts being transferred

5. Intellectual Property: Details of all IP rights being transferred

6. Properties: Details of any real property included in the transfer

7. Completion Obligations: Detailed list of documents to be delivered at completion

8. Purchase Price Adjustments: Detailed mechanics for any price adjustment

9. Warranties: Detailed warranties given by the seller

10. Encumbrances: List of existing encumbrances on the assets