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1. Employee Matters: Required if employees are being transferred with the assets, covering employment terms and liabilities

2. Intellectual Property: Needed if IP assets are included in the sale, covering ownership and licensing

3. Environmental Matters: Important for industrial assets or where environmental risks exist

4. Restraint of Trade: Required if the seller needs to be restrained from competing post-sale

5. Third Party Consents: Needed if asset transfers require specific third party approvals

6. Transitional Services: Required if the seller will provide ongoing services post-completion

7. Real Property: Specific provisions required if real estate is included in the assets

8. Foreign Investment Provisions: Required for foreign purchasers subject to FIRB approval

9. Earn-out Provisions: Needed if part of the purchase price is contingent on future performance

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

2. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments

3. Completion Obligations: Detailed list of documents and actions required at completion

4. Warranties: Comprehensive list of seller's warranties

5. Encumbrances: List of all security interests and encumbrances affecting the assets

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

7. Intellectual Property: Detailed schedule of IP assets if applicable

8. Properties: Details of any real property included in the sale

9. Employees: List of transferring employees and their entitlements if applicable

10. Form of Transfer Documents: Pro forma transfer documents required for completion