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1. Environmental Matters: Required when assets include land or facilities with potential environmental issues

2. Intellectual Property: Needed when assets include patents, trademarks, or other IP rights

3. Employee Matters: Required when the asset purchase affects employment relationships

4. Regulatory Compliance: Necessary when assets are subject to specific regulatory oversight

5. Third Party Consents: Required when asset transfer requires consent from other parties

6. Post-Completion Obligations: Needed when parties have continuing obligations after completion

7. Non-Competition: Optional restrictions on seller's future business activities

8. Transition Services: Required when seller must provide temporary support services post-completion

1. Schedule 1 - Asset List: Detailed inventory and description of all assets being purchased

2. Schedule 2 - Purchase Price Allocation: Breakdown of purchase price across different asset categories

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

4. Schedule 4 - Encumbrances: List of any existing liens, encumbrances, or claims on the assets

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

6. Schedule 6 - Completion Deliverables: List of documents and items to be delivered at completion

7. Schedule 7 - Warranties: Detailed warranties given by the seller regarding the assets

8. Appendix A - Form of Transfer Documents: Templates for documents needed to effect the transfer

9. Appendix B - Due Diligence Findings: Summary of key due diligence findings and disclosures