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1. Intellectual Property Rights: Required when the assets include IP rights, detailing their transfer and any licenses

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

3. Real Property: Specific provisions when real estate assets are included in the sale

4. Environmental Matters: Required for industrial assets or where environmental liabilities may exist

5. Competition/Anti-trust: Include when the transaction requires competition law clearance

6. Transition Services: Include when seller will provide post-completion services to purchaser

7. Data Protection: Required when personal data is part of the transferred assets

8. Third Party Consents: Include when specific third party approvals are required

9. Post-Completion Covenants: Include when specific post-completion obligations are required

1. Asset Schedule: Detailed list and description of all assets being transferred

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

3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

4. Completion Obligations: Detailed list of actions and deliverables required at completion

5. Seller's Warranties: Full set of warranties given by the seller

6. Encumbrances: List of all encumbrances affecting the assets

7. Required Consents: List of all third party consents required

8. Intellectual Property: Detailed list of all IP rights included in the sale

9. Contracts: List of contracts being transferred or assigned

10. Form of Transfer Documents: Pro forma transfer documents to be executed at completion