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1. Regulatory Compliance: Include when the transfer requires specific regulatory approvals or compliance

2. Tax Matters: Include when specific tax implications need to be addressed

3. Environmental Matters: Include when transferring assets with environmental implications or liabilities

4. Employee Matters: Include when the transfer involves employees or employment agreements

5. Intellectual Property: Include when transferring intellectual property rights

6. Third Party Consents: Include when assignments require third party approvals

7. Indemnification: Include when specific indemnification provisions are needed beyond standard representations

8. Post-Closing Covenants: Include when specific actions are required after closing

9. Dispute Resolution: Include when specific arbitration or mediation procedures are desired

1. Schedule A - Transferred Assets: Detailed list and description of all assets being transferred

2. Schedule B - Assumed Liabilities: Detailed list of all liabilities being assumed by the buyer

3. Schedule C - Excluded Assets: List of assets specifically excluded from the transfer

4. Schedule D - Excluded Liabilities: List of liabilities specifically excluded from assumption

5. Schedule E - Purchase Price Allocation: Breakdown of purchase price across different asset categories

6. Schedule F - Required Consents: List of required third-party consents and approvals

7. Schedule G - Pending Litigation: List of any pending litigation affecting the transferred assets

8. Appendix 1 - Form of Transfer Instruments: Forms of specific transfer documents required for particular assets

9. Appendix 2 - Required Governmental Approvals: List of required governmental or regulatory approvals