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1. Financing: Include when purchase price will be funded through external financing

2. Regulatory Approvals: Required for transactions needing specific regulatory clearances (e.g., PCC approval)

3. Employee Matters: Include when the transaction involves transfer of employees

4. Tax Structure: Add when specific tax structuring is crucial to the transaction

5. Environmental Matters: Include for transactions involving industrial assets or real estate

6. Intellectual Property: Add when transaction includes significant IP assets

7. Break Fee: Include when parties want to specify termination penalties

8. Foreign Investment Provisions: Required when involving foreign buyers subject to Philippine foreign ownership restrictions

1. Schedule A - Asset List: Detailed inventory of assets to be purchased

2. Schedule B - Excluded Assets: List of specific assets excluded from the transaction

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

4. Schedule D - Key Contracts: List of material contracts included in the transaction

5. Schedule E - Required Consents: List of third-party or governmental consents needed

6. Schedule F - Permitted Encumbrances: List of accepted liens or encumbrances on the assets

7. Appendix 1 - Form of Confidentiality Agreement: Template of detailed confidentiality agreement if required

8. Appendix 2 - Due Diligence Requirements: Preliminary list of due diligence requirements and process