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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background/Recitals: Context of the transaction and high-level description of assets being purchased
3. Definitions: Key terms used throughout the agreement including defined terms related to purchase price, closing, and material contracts
4. Purchase and Sale of Assets: Description of assets being sold and excluded assets, including the scope of the transfer
5. Purchase Price and Payment Terms: Consideration, payment method, timing, and any purchase price adjustments
6. Closing: Timing and mechanics of closing, including deliverables and conditions precedent
7. Representations and Warranties: Statements of fact and assurances from both parties regarding the assets, business, and authority to enter into the transaction
8. Covenants: Promises to do or not do certain things before and after closing
9. Indemnification: Rights and obligations regarding compensation for losses arising from breaches or other specified events
10. Termination: Circumstances under which the agreement may be terminated and the consequences
11. Miscellaneous: Standard legal provisions including governing law, notices, amendments, and entire agreement
1. Employee Matters: Terms relating to employee transition, benefits, and employment agreements
2. Environmental Matters: Environmental compliance, liabilities, and indemnities for real estate or manufacturing facilities
3. Intellectual Property: IP transfer provisions, licenses, and protection of intellectual property rights
4. Tax Matters: Allocation of tax liabilities and responsibilities between parties
5. Transition Services: Terms governing post-closing services provided by seller to buyer
1. Schedule A - Purchased Assets: Detailed list and description of all assets being purchased
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the transaction
3. Schedule C - Assumed Liabilities: List of liabilities being assumed by buyer
4. Schedule D - Material Contracts: List of key contracts being assigned as part of the transaction
5. Schedule E - Intellectual Property: Comprehensive list of IP assets being transferred
6. Schedule F - Real Property: Details of any real estate being transferred
7. Schedule G - Employees: List of employees being transferred and their key employment terms
8. Appendix 1 - Form of Bill of Sale: Form document for transferring title to personal property
9. Appendix 2 - Form of Assignment and Assumption Agreement: Form document for transferring contracts and assuming liabilities
10. Appendix 3 - Form of Deed: Form document for transferring real property (if applicable)
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