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1. Condition of Assets: Detailed description of asset condition, used for physical assets

2. Intellectual Property Rights: Required when the assets include IP rights

3. Employees: Include when the sale involves transfer of employees or employment obligations

4. Tax Provisions: Detailed tax arrangements, required for complex transactions

5. Regulatory Compliance: Include when assets are subject to specific regulatory requirements

6. Environmental Matters: Required when selling assets with environmental implications

7. Confidentiality: Include for transactions involving sensitive information

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

9. Force Majeure: Optional clause for managing unforeseen circumstances

10. Assignment: Include when transfer rights need to be specified

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

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

3. Encumbrances: List of any existing liens, charges or encumbrances on the assets

4. Required Consents: List of third-party or regulatory consents required

5. Excluded Assets: List of assets specifically excluded from the sale

6. Transfer Documents: Forms of asset transfer documents to be executed at closing

7. Warranties: Detailed warranties relating to specific assets

8. Compliance Certificates: Required regulatory or compliance certificates