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1. Employee Matters: Required when employees are being transferred as part of the asset sale

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

3. Property Lease Assignment: Required when leased premises are being transferred

4. Environmental Matters: Important when assets include land or businesses with environmental considerations

5. Post-completion Adjustments: Used when the purchase price may need adjustment after completion

6. Restraint of Trade: Included when restricting vendor's future competing activities

7. Third Party Consents: Required when material contracts or licenses require third party consent for transfer

8. Transitional Services: Needed when vendor will provide services to purchaser post-completion

9. Tax Indemnity: Detailed tax provisions when significant tax risks are identified

10. Escrow Arrangements: Used when part of the purchase price is held in escrow

1. Schedule 1 - Asset Schedule: Detailed list and description of all assets being sold

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

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

4. Schedule 4 - Contracts: List of contracts being assigned or novated

5. Schedule 5 - Vendor Warranties: Detailed warranties given by the vendor

6. Schedule 6 - Completion Obligations: Detailed list of actions required at completion

7. Schedule 7 - Permitted Encumbrances: List of permitted encumbrances on the assets

8. Schedule 8 - Employees: Details of employees if relevant to the transaction

9. Appendix 1 - Form of Transfer Documents: Templates for various transfer documents required at completion

10. Appendix 2 - Deed of Assignment: Template deed for assigning contracts or rights