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1. Intellectual Property Rights: Detailed provisions for IP transfer when the sale involves trademarks, patents, or other IP

2. Employee Matters: Provisions regarding employees if the sale involves business transfer

3. Tax Matters: Tax-related provisions and allocations when significant tax implications exist

4. Real Estate Provisions: Specific provisions when the sale includes real property

5. Regulatory Approvals: Requirements for obtaining regulatory approvals when needed

6. Non-Competition: Restrictions on seller's future activities where relevant

7. Third Party Consents: Process for obtaining required third-party consents

8. Transition Services: Terms for post-completion support services by seller

9. Environmental Matters: Environmental warranties and indemnities for relevant assets

10. Data Protection: Provisions regarding transfer of personal data where applicable

1. Schedule 1 - Assets Description: Detailed description of all assets being sold and assigned

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components

3. Schedule 3 - Completion Requirements: List of documents and actions required at completion

4. Schedule 4 - Excluded Assets: List of assets specifically excluded from the sale

5. Schedule 5 - Existing Contracts: List of contracts being assigned as part of the transaction

6. Schedule 6 - Intellectual Property: Detailed list of IP rights being transferred

7. Schedule 7 - Required Consents: List of required third-party and regulatory consents

8. Appendix A - Form of Transfer Documents: Templates of additional transfer documents to be executed

9. Appendix B - Power of Attorney: Form of power of attorney if required for the transfer

10. Appendix C - Disclosure Letter: Seller's disclosures against warranties