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1. Intellectual Property Rights: Required when the assets include IP rights, detailing their transfer and any limitations

2. Employee Matters: Needed when the asset sale affects employees or includes transfer of employment contracts

3. Environmental Matters: Important for sales involving industrial assets or real estate with potential environmental liabilities

4. Confidentiality: Optional but recommended when sensitive information is involved in the transaction

5. Non-Competition: May be included when there's a need to restrict seller's future competing activities

6. Third Party Consents: Required when asset transfer needs approval from other parties

7. Security Provisions: Needed when payment is in installments or there are ongoing obligations

8. Force Majeure: Optional clause addressing unforeseen circumstances affecting contract performance

1. Asset Schedule: Detailed description and inventory of all assets being sold

2. Excluded Assets Schedule: List of specific assets excluded from the sale

3. Encumbrances Schedule: List of any existing liens, mortgages, or other encumbrances on the assets

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

5. Contracts Schedule: List of contracts included in or affected by the sale

6. Property Schedule: Detailed description of any real property included in the sale

7. Intellectual Property Schedule: Details of any IP rights included in the sale

8. Due Diligence Documents: Appendix containing key due diligence documents and certificates