¶¶Òõ¶ÌÊÓƵ

1. Third Party Consents: Required when transfer of certain assets needs consent from third parties

2. Intellectual Property Rights: Needed when IP assets are included in the sale

3. Employee Matters: Required when the assets include employment contracts or affect employees

4. Real Estate Provisions: Required when real property is included in the asset sale

5. Environmental Matters: Needed when assets might have environmental implications or liabilities

6. Regulatory Compliance: Required when assets are subject to specific regulatory requirements

7. Post-Closing Covenants: Optional provisions for ongoing obligations after closing

8. Condition Precedent: Required when completion is subject to certain conditions being met

9. Non-Competition: Optional restrictions on seller's future business activities

10. Transitional Services: Required when seller needs to provide temporary support post-closing

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

2. Excluded Assets Schedule: List of specific assets explicitly excluded from the sale

3. Encumbrances Schedule: List of any existing liens, charges or encumbrances on the assets

4. Required Consents Schedule: List of third-party consents needed for the transfer

5. Contracts Schedule: List of contracts included in the transfer

6. Property Schedule: Detailed description of any real property included in the sale

7. Intellectual Property Schedule: Inventory of IP rights included in the transfer

8. Due Diligence Documents: Key documents reviewed in due diligence process

9. Transfer Documents: Forms and certificates required for formal transfer of specific assets

10. Purchase Price Allocation: Breakdown of purchase price across different asset categories