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1. Non-Compete Provisions: Restrictions on seller's future business activities - include if requested by purchaser

2. Transition Services: Terms for post-completion support services - include if seller will provide ongoing support

3. Intellectual Property Rights: Specific IP transfer provisions - include if IP assets are significant

4. Environmental Matters: Environmental compliance and liabilities - include if physical assets have environmental implications

5. Property Transfer Provisions: Detailed real estate transfer terms - include if real property is part of transfer

6. Third Party Consents: Process for obtaining required consents - include if significant third party contracts exist

7. Employee Consultation: Employee communication and consultation process - include if required by size of workforce

8. Foreign Investment Compliance: Include if foreign purchaser or cross-border elements exist

1. Schedule 1 - List of Assets: Detailed inventory of all assets being transferred

2. Schedule 2 - Transferring Employees: List of employees with key terms of employment

3. Schedule 3 - Employee Benefits: Details of all employee benefits and entitlements

4. Schedule 4 - Completion Requirements: Detailed checklist of completion deliverables

5. Schedule 5 - Form of Transfer Instruments: Template documents for asset transfers

6. Schedule 6 - Excluded Assets: List of assets explicitly excluded from the transfer

7. Schedule 7 - Purchase Price Allocation: Breakdown of purchase price across asset categories

8. Appendix A - Employee Communication Plan: Timeline and content for employee communications

9. Appendix B - Regulatory Filings: List of required governmental and regulatory filings

10. Appendix C - Transfer Procedures: Detailed procedures for physical and documentary transfers