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1. Employee Matters: Used when employees are being transferred or when employment arrangements need to be addressed

2. Tax Matters: Used for complex tax structures or when specific tax treatment is required

3. Intellectual Property: Required when significant IP assets are involved in the transaction

4. Environmental Matters: Necessary when the assets include real property or operations with environmental implications

5. Transition Services: Include when the seller will provide post-closing services to the buyer

6. Non-Competition and Non-Solicitation: Used when restrictions on the seller's future activities are required

7. Real Property: Required when real estate assets are included in the transaction

8. Bulk Sales Compliance: Needed in jurisdictions where bulk sales legislation applies

9. Third Party Consents: Include when material contracts or licenses require third party approval for transfer

1. Schedule A - Purchased Assets: Detailed list and description of all assets being purchased

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

3. Schedule C - Assumed Liabilities: Detail of any liabilities being assumed by the buyer

4. Schedule D - Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes

5. Schedule E - Material Contracts: List and copies of material contracts being transferred

6. Schedule F - Intellectual Property: Details of all IP assets included in the sale

7. Schedule G - Real Property: Details of any real property included in the transaction

8. Schedule H - Required Consents: List of required third party consents and approvals

9. Schedule I - Employees: List of employees and their key employment terms

10. Schedule J - Encumbrances: List of any permitted encumbrances on the assets

11. Schedule K - Form of Closing Documents: Forms of various closing documents to be executed

12. Schedule L - Disclosure Schedule: Seller's disclosures against representations and warranties