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1. Conditions Precedent: Used when the sale is subject to specific conditions being met before completion

2. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed

3. Employee Matters: Required when the sale involves transfer of employees

4. Intellectual Property Rights: Include when the sale involves transfer of IP rights

5. Non-Competition: Used when restricting seller's future business activities is necessary

6. Transition Services: Include when post-completion support or services are required

7. Dispute Resolution: Optional detailed dispute resolution procedures beyond basic governing law

8. Force Majeure: Include when specific force majeure provisions are needed beyond standard legal provisions

1. Asset Schedule: Detailed inventory of all assets being transferred

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

3. Encumbrances Schedule: List of any existing encumbrances on the assets

4. Required Consents: List of third-party consents required for the transfer

5. Transfer Documents: Forms of specific transfer documents required for particular assets

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

7. Completion Checklist: List of actions and documents required for completion

8. Existing Contracts: List of contracts being transferred or requiring assignment