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1. Post-Closing Covenants: Used when parties have continuing obligations after closing

2. Environmental Matters: Required when real property or businesses with environmental exposure are involved

3. Employee Matters: Necessary when the exchange involves transfer of employees or employee-related obligations

4. Intellectual Property: Include when IP assets are part of the exchange

5. Competition Compliance: Required for larger transactions that may have competition law implications

6. Financing Provisions: Include when the transaction involves financing arrangements

7. Regulatory Approvals: Necessary when the transaction requires specific regulatory clearances

1. Schedule A - Contributed Assets: Detailed description of all assets being contributed by each party

2. Schedule B - Excluded Assets: List of assets specifically excluded from the transaction

3. Schedule C - Assumed Liabilities: Enumeration of liabilities being assumed as part of the exchange

4. Schedule D - Valuation Methodology: Detailed explanation of how contributed assets are valued

5. Schedule E - Required Consents: List of third-party consents required for the transaction

6. Schedule F - Permitted Encumbrances: List of acceptable liens or encumbrances on the contributed assets

7. Appendix 1 - Form of Transfer Documents: Templates for documents required to effect the transfer of assets

8. Appendix 2 - Closing Checklist: List of all documents and actions required for closing