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1. Employee Matters: Required if employees are being transferred with the assets

2. Intellectual Property: Detailed provisions for IP transfer when intellectual property is a key asset

3. Real Estate: Specific provisions when real estate is included in the assets

4. Post-Closing Covenants: Including non-compete and non-solicitation provisions if required

5. Transition Services: When seller will provide services to support transition after closing

6. Environmental Matters: Required for industrial assets or when environmental risks exist

7. Data Protection: Required when personal data or databases are part of the assets

8. Regulatory Approvals: When transaction requires specific regulatory clearances

9. Bank Financing: When purchase price is partially financed through bank loans

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

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

2. Excluded Assets: List of assets explicitly excluded from the transaction

3. Purchase Price Calculation: Detailed methodology for calculating final purchase price

4. Closing Actions: List of all documents and actions required at closing

5. Warranties: Detailed warranties given by the seller

6. Encumbrances: List of existing encumbrances on the assets

7. Contracts: List of contracts being transferred

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

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

10. Form Documents: Templates of transfer documents required at closing