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1. Employee Matters: Used when employees are being transferred as part of the asset purchase

2. Intellectual Property: Required when significant IP assets are included in the purchase

3. Environmental Matters: Necessary when the assets include real property or operations with environmental implications

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

5. Transition Services: Required when the vendor will provide post-closing operational support

6. Non-Competition and Non-Solicitation: Used when restricting vendor's future business activities is necessary

7. Third Party Consents: Required when material contracts or licenses require consent for transfer

8. Bulk Sales Compliance: Necessary in jurisdictions where Bulk Sales legislation applies

9. Real Property: Required when real estate assets are included in the purchase

1. Schedule A - Purchased Assets: Detailed listing and description of all assets being purchased

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

3. Schedule C - Purchase Price Allocation: Breakdown of purchase price allocation across asset categories

4. Schedule D - Assumed Liabilities: Description of liabilities being assumed by the purchaser

5. Schedule E - Excluded Liabilities: Description of liabilities explicitly excluded from the purchase

6. Schedule F - Material Contracts: List of key contracts being assigned or transferred

7. Schedule G - Intellectual Property: Detailed list of IP assets included in the purchase

8. Schedule H - Required Consents: List of third-party consents required for closing

9. Schedule I - Encumbrances: List of existing liens or encumbrances on the assets

10. Schedule J - Employee Information: Details of employees being transferred (if applicable)