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1. Employee Matters: Required if employees are being transferred as part of the business

2. Intellectual Property: Required if specific IP assets are being transferred

3. Property Leases: Required if leasehold interests are being transferred

4. Non-Competition: Optional restrictions on seller's future business activities

5. Environmental Matters: Required for businesses with environmental liabilities or compliance obligations

6. Debt and Encumbrances: Required if assets are subject to specific debts or encumbrances

7. Regulatory Approvals: Required if transaction needs specific regulatory clearances

8. Working Capital Adjustment: Required if purchase price includes working capital adjustment mechanism

9. Earn-out Provisions: Optional if part of purchase price is contingent on future performance

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

2. Excluded Assets: List of specific assets excluded from the sale

3. Purchase Price Allocation: Breakdown of purchase price across different asset categories

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

5. Form of Transfer Documents: Templates for specific transfer documents required

6. Intellectual Property Rights: Detailed list of IP rights being transferred

7. Employee Information: Details of transferring employees and their terms

8. Material Contracts: List and copies of key contracts being transferred

9. Properties: Details of any real property or lease interests

10. Encumbrances: List of all encumbrances affecting the assets