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1. Conditions Precedent: Used when completion is subject to specific conditions being met

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

3. Employee Matters: Required when the assets include transfer of employees

4. Intellectual Property: Include when IP assets are part of the purchase

5. Post-Completion Obligations: Used when specific actions are required after completion

6. Non-Competition: Include when seller needs to be restricted from competing

7. Assignment: Include when transfer rights need to be specifically addressed

8. Force Majeure: Used when specific force majeure provisions are required

1. Schedule 1 - Asset List: Detailed description of all assets being transferred

2. Schedule 2 - Purchase Price: Breakdown of purchase price and payment terms if complex

3. Schedule 3 - Completion Requirements: List of documents and actions required at completion

4. Schedule 4 - Seller's Warranties: Detailed warranties if more extensive than main agreement

5. Schedule 5 - Encumbrances: List of any existing liens, charges or encumbrances on assets

6. Appendix A - Form of Transfer Documents: Templates for any required transfer documentation

7. Appendix B - Required Consents: List of third-party consents needed for the transfer