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1. Third Party Consents: Required when transfer of certain assets or obligations needs consent from third parties

2. Tax Matters: Include when specific tax allocations or responsibilities need to be addressed

3. Survival: Specifies which provisions survive closing, used for complex transactions

4. Assignment Restrictions: Include when there are limitations on further assignment of rights

5. Indemnification: Used in higher-value transactions to allocate post-closing risks

6. Condition of Assets: Detailed when selling specific physical assets that require condition disclosure

7. Environmental Matters: Required when transfer involves real property or environmental liabilities

8. Employee Matters: Include when transfer involves assumption of employment obligations

1. Schedule A - Description of Assets: Detailed inventory and description of all assets being transferred

2. Schedule B - Assumed Obligations: Comprehensive list of all obligations being assumed by the Buyer

3. Schedule C - Excluded Assets: List of assets specifically excluded from the transfer

4. Schedule D - Excluded Obligations: List of obligations specifically excluded from assumption

5. Schedule E - Required Consents: List of third-party consents required for the transfer

6. Schedule F - Encumbrances: List of any liens, encumbrances, or claims affecting the assets

7. Appendix 1 - Form of Transfer Documents: Templates for any additional transfer documentation required

8. Appendix 2 - Due Diligence Reports: Relevant inspection or valuation reports for the assets