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1. Conditions Precedent: Used when completion is subject to certain conditions being met first

2. Intellectual Property Rights: Required when the sale/assignment involves IP assets

3. Confidentiality: Important when sensitive information is involved in the transaction

4. Non-Compete: Used when restricting seller's future competing activities is necessary

5. Tax Provisions: Detailed section needed when significant tax implications exist

6. Force Majeure: Important when external factors could affect completion

7. Assignment and Delegation: Required when future transfer rights need to be addressed

8. Transition Services: Needed when seller must provide post-completion support

9. Environmental Matters: Required for sale of assets with environmental implications

10. Employee Matters: Necessary when the sale affects employment relationships

1. Schedule 1 - Asset Description: Detailed description and inventory of assets being sold/assigned

2. Schedule 2 - Consideration Details: Breakdown of purchase price, payment schedule, and any adjustments

3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion

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

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

6. Schedule 6 - Contracts: List of contracts being assigned or terminated

7. Appendix A - Form of Transfer Instruments: Templates for any additional transfer documents required

8. Appendix B - Power of Attorney: Format for power of attorney if required for completion