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1. Employee Matters: Required when the purchase includes transfer of employees, covering TUPE-equivalent provisions

2. Intellectual Property: Needed when significant IP assets are included in the purchase

3. Property Matters: Required when real estate assets are included in the sale

4. Environmental Matters: Important when assets might have environmental implications or liabilities

5. Transition Services: Needed when seller will provide post-completion support services

6. Non-Competition: Optional restrictions on seller's future business activities

7. Third Party Consents: Required when assets require specific third-party approvals for transfer

8. Earn-out Provisions: Used when part of purchase price is contingent on future performance

9. Insurance: Required for high-value or high-risk assets requiring specific insurance arrangements

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

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

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

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

5. Contracts: List of contracts being transferred or requiring assignment

6. Required Consents: List of third-party consents needed for asset transfer

7. Completion Deliverables: Detailed list of documents and items to be delivered at completion

8. Warranty Limitations: Specific limitations and exceptions to the warranties given

9. Form of Transfer Documents: Pro forma transfer documents required for specific assets