��������Ƶ

1. Tax Matters: Detailed section on tax responsibilities and allocations, necessary when significant tax implications exist

2. Third Party Consents: Section dealing with required consents from third parties, needed when contracts or licenses require consent for transfer

3. Employee Matters: Required when the sale involves transfer of employees or employment-related obligations

4. Intellectual Property: Detailed provisions for IP transfer, necessary when intellectual property is part of the sale

5. Environmental Matters: Required when the sale involves real property or businesses with environmental implications

6. Transition Services: Include when the seller will provide post-closing transition assistance

7. Bulk Sales Compliance: Required when the transaction qualifies as a bulk sale under Philippine commercial laws

1. Schedule A - Purchased Assets: Detailed inventory and description of all assets being sold

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

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

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

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

6. Schedule F - Pending Litigation: List of any ongoing legal proceedings affecting the assets or liabilities

7. Appendix 1 - Form of Transfer Documents: Templates for any additional transfer documents required under Philippine law

8. Appendix 2 - Closing Checklist: List of all documents and actions required for closing