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1. Employee Matters: Include when the transaction involves transfer of employees

2. Intellectual Property Rights: Include when intellectual property assets are being transferred

3. Environmental Matters: Include when the assets include land or facilities with environmental considerations

4. Transitional Services: Include when the seller will provide post-completion services

5. Non-Competition: Include when restricting seller's future competitive activities

6. Foreign Investment Provisions: Include when the purchaser is a foreign entity

7. Regulatory Compliance: Include when assets are in regulated industries

8. Third Party Consents: Include when transfer requires specific third party approvals

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

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

3. Schedule 3 - Purchase Price Calculation: Detailed breakdown of purchase price and adjustment mechanisms

4. Schedule 4 - Form of Transfer Documents: Templates for asset transfer documentation

5. Schedule 5 - Required Consents: List of required third party and governmental consents

6. Schedule 6 - Encumbrances: List of existing encumbrances on the assets

7. Appendix A - Completion Checklist: List of all documents and actions required for completion

8. Appendix B - Warranty Exceptions: Specific exceptions to the warranties given