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1. Tax Matters: Include when specific tax structuring or allocations are required

2. Employee Matters: Required when employees are transferring with the assets

3. Intellectual Property: Detailed IP provisions when significant IP assets are involved

4. Real Estate: Specific provisions for real property transfers

5. Environmental Matters: Required for transactions involving industrial assets or potential environmental liabilities

6. Regulatory Compliance: Include for regulated assets or businesses

7. Transition Services: Include when seller will provide post-closing operational support

8. Non-Competition: Include when restricting seller's future competitive activities

9. Data Protection: Required when personal data is part of transferred assets

10. Financing Cooperation: Include when purchaser requires seller's assistance with acquisition financing

1. Asset Schedule: Detailed listing and description of all assets being transferred

2. Excluded Assets Schedule: List of specific assets excluded from the transaction

3. Purchase Price Allocation: Breakdown of purchase price across asset categories

4. Required Consents: List of third-party or governmental approvals needed

5. Encumbrances: List of existing liens, charges or other encumbrances on the assets

6. Transferred Contracts: List of contracts being assigned to purchaser

7. Transferred Employees: List of employees transferring with the business

8. Form of Transfer Instruments: Forms of specific transfer documents required for certain assets

9. Disclosure Schedule: Exceptions and qualifications to representations and warranties

10. Closing Checklist: List of all documents and actions required at closing