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1. Tax Provisions: Detailed tax treatment and allocations - include when tax implications are significant

2. Employee Matters: Include when transfer involves employees moving from transferor to transferee

3. Intellectual Property: Include when transfer includes IP rights

4. Third Party Consents: Include when transfer requires approvals from other parties

5. Competition Law Compliance: Include when transfer might have competition law implications

6. Environmental Matters: Include when transfer involves assets with environmental implications

7. Transitional Services: Include when transferor will provide ongoing services post-transfer

8. Security Provisions: Include when payment is secured or guaranteed

9. Break Fee: Include when parties agree to compensation if deal fails

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

1. Schedule 1 - Assets: Detailed list and description of assets being transferred

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer

3. Schedule 3 - Contracts: List of contracts being transferred or requiring assignment

4. Schedule 4 - Intellectual Property: Details of IP rights included in the transfer

5. Schedule 5 - Properties: Details of any real property involved in the transfer

6. Schedule 6 - Employees: List of employees and their terms if transfer includes staff

7. Schedule 7 - Purchase Price Calculation: Detailed breakdown of purchase price components

8. Schedule 8 - Completion Obligations: Checklist of actions required at completion

9. Appendix A - Form of Transfer Documents: Templates for any additional transfer documentation required

10. Appendix B - Required Consents: List of required third-party and regulatory consents