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1. Conditions Precedent: Any conditions that must be met before the transfer becomes effective, include if there are specific prerequisites

2. Intellectual Property: Specific mentions of IP transfer, include if the business has significant IP assets

3. Ongoing Obligations: Any post-transfer obligations or transitional arrangements, include if there are continuing responsibilities

4. Tax Matters: Specific tax considerations or arrangements, include if there are special tax implications

5. Regulatory Approvals: Reference to required regulatory approvals, include if the transfer requires specific regulatory clearance

6. Confidentiality: Confidentiality obligations, include if sensitive information is being discussed

1. Asset Schedule: Detailed list of all assets included in the transfer

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

3. Contracts Schedule: List of contracts being transferred

4. Liabilities Schedule: List of any liabilities being transferred or explicitly excluded

5. Due Diligence Summary: Summary of key findings from due diligence process

6. Payment Terms Schedule: Detailed breakdown of payment terms if complex consideration is involved