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1. Employee Matters: Required if the transfer involves employees or affects employment relationships

2. Intellectual Property: Required if IP assets are included in the transfer

3. Tax Matters: Detailed tax provisions if complex tax implications exist

4. Environmental Matters: Required if assets include land or facilities with environmental considerations

5. Transition Services: Required if seller will provide post-completion support services

6. Non-Competition: Required if seller needs to be restricted from competing post-transfer

7. Data Protection: Required if personal data or customer information is part of transferred assets

8. Regulatory Compliance: Required if specific regulatory approvals or notifications are needed

1. Schedule 1 - List of Assets: Detailed inventory 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 purchase price across asset categories

4. Schedule 4 - Form of Transfer Documents: Templates of specific transfer documents required

5. Schedule 5 - Encumbrances: List of existing encumbrances on the assets

6. Schedule 6 - Required Consents: List of third-party consents required for the transfer

7. Appendix A - Completion Checklist: Detailed list of actions required for completion

8. Appendix B - Due Diligence Findings: Summary of key due diligence findings and resolved issues