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1. Earn-out Provisions: Additional payment terms based on future performance, used when part of purchase price is contingent

2. Employee Matters: Treatment of employees, used when assets include business operations with staff

3. Regulatory Approvals: Required governmental or regulatory approvals, used for regulated assets or industries

4. Environmental Matters: Environmental considerations and requirements, used for real estate or industrial assets

5. Intellectual Property: Special provisions for IP transfers, used when assets include intellectual property

6. Tax Structure: Proposed tax treatment, used for complex transactions with significant tax implications

7. Financing: Details of buyer's financing arrangements, used when purchase is subject to financing

8. Break Fee: Break fee provisions, used in high-value transactions or competitive situations

9. Post-Closing Covenants: Post-completion obligations, used when ongoing relationships exist

10. Transition Services: Transition support requirements, used when operational continuity is needed

1. Asset Schedule: Detailed listing and description of assets to be purchased

2. Price Calculation: Detailed methodology for calculating purchase price

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

4. Due Diligence Requirements: Detailed due diligence requirements and document list

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

6. Existing Encumbrances: List of existing liens, charges or encumbrances on the assets

7. Key Contracts: List of material contracts related to the assets

8. Timeline: Detailed transaction timeline and key milestones