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1. Employee Matters: Required if employees are being transferred with the assets

2. Tax Matters: Detailed tax provisions when significant tax implications exist

3. Environmental Matters: Required for transactions involving industrial assets or real estate

4. Intellectual Property Rights: Required when IP assets are being transferred

5. Third Party Consents: Required when material contracts or licenses require consent for transfer

6. Post-Completion Covenants: Required when ongoing obligations exist after completion

7. Non-Compete: Required when restricting seller's future business activities

8. Transition Services: Required when seller will provide post-completion support

9. Insurance: Required for high-value or high-risk assets

10. Force Majeure: Optional protection against unforeseen events affecting completion

1. Schedule 1 - Assets: Detailed description of all assets being transferred

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

3. Schedule 3 - Purchase Price Allocation: Breakdown of consideration across asset categories

4. Schedule 4 - Encumbrances: List of existing liens, charges, or encumbrances on the assets

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

6. Schedule 6 - Completion Deliverables: List of documents and items to be delivered at completion

7. Schedule 7 - Seller's Warranties: Detailed warranties given by the seller

8. Schedule 8 - Transferred Contracts: List of contracts being transferred with the assets

9. Schedule 9 - Intellectual Property: Details of any IP rights being transferred

10. Schedule 10 - Property Details: Details of any real estate being transferred