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1. Tax Matters: Detailed tax considerations and allocations - include when significant tax implications exist

2. Intellectual Property: IP rights and transfers - include when IP assets are part of the sale

3. Environmental Matters: Environmental warranties and indemnities - include for real estate or industrial assets

4. Employee Matters: Employee transfer or transition provisions - include when business assets include employees

5. Financing Conditions: Detailed financing arrangements - include when purchase is subject to financing

6. Competition Compliance: Competition law considerations - include for large transactions requiring regulatory approval

7. Transitional Services: Post-closing service arrangements - include when seller will provide ongoing support

8. International Trade: Cross-border considerations - include for international transactions

1. Schedule A - Asset Description: Detailed description and inventory of assets being sold

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

3. Schedule C - Permitted Encumbrances: List of accepted liens or encumbrances on the assets

4. Schedule D - Required Consents: List of third-party consents needed for the transaction

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

6. Schedule F - Assumed Liabilities: Details of any liabilities being assumed by the purchaser

7. Appendix 1 - Form of Bill of Sale: Template for the bill of sale to be executed at closing

8. Appendix 2 - Transfer Documents: Forms of various transfer documents required at closing

9. Appendix 3 - Closing Checklist: List of all documents and actions required for closing