��������Ƶ

1. Tax Provisions: Include when specific tax arrangements or allocations need to be agreed upon

2. Employee Matters: Include when the assets include employment contracts or when employees are being transferred

3. Intellectual Property: Include when IP assets are part of the purchase

4. Real Property: Include when real estate assets are involved

5. Post-Completion Obligations: Include when there are specific actions required after completion

6. Non-Competition: Include when seller needs to be restricted from competing

7. Third Party Consents: Include when transfer of certain assets requires third party approval

8. Environmental Matters: Include when assets include land or operations with environmental implications

1. Schedule 1 - Asset List: Detailed description and inventory of all assets being purchased

2. Schedule 2 - Purchase Price Allocation: Breakdown of purchase price across different asset categories

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

4. Schedule 4 - Completion Deliverables: List of documents and items to be delivered at completion

5. Schedule 5 - Form of Transfer Documents: Pro-forma transfer documents required for specific assets

6. Schedule 6 - Encumbrances: List of any existing liens, charges or encumbrances on the assets

7. Appendix A - Required Consents: List of third party consents required for the transfer

8. Appendix B - Specific Warranties: Any additional warranties specific to particular assets