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1. Employee Matters: Required when employees are being transferred with the assets, addressing employment continuity and related obligations under Art. 333 CO

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

3. Real Estate: Specific provisions for real estate transfers, including Lex Koller compliance if foreign purchaser

4. Environmental Matters: Environmental representations and indemnities when environmental risks are significant

5. Competition Law Compliance: Required when transaction requires merger control clearance

6. Tax Matters: Detailed tax provisions when transaction has significant tax implications

7. Transition Services: Required when seller will provide post-closing services to maintain business continuity

8. Data Protection: Specific provisions when personal data is a significant component of transferred assets

9. Bank Guarantees/Security: When purchase price includes deferred payments or requires security

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

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

3. Contracts Schedule: List of contracts being transferred or requiring assignment

4. Employee Schedule: List of transferring employees and their key employment terms

5. Intellectual Property Schedule: Detailed list of IP rights being transferred

6. Real Estate Schedule: Details of any real estate assets included in the transfer

7. Encumbrances Schedule: List of existing encumbrances on the assets

8. Warranty Exceptions: Specific exceptions to seller's warranties

9. Form of Closing Certificate: Template for closing certificates

10. Form of Transfer Instruments: Templates for specific asset transfer documents

11. Purchase Price Allocation: Breakdown of purchase price allocation across asset categories