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1. Employee Matters: Terms regarding transfer or retention of employees - include when assets include ongoing business operations

2. Intellectual Property: Special provisions for IP transfer and protection - include when intellectual property is a significant component

3. Environmental Matters: Environmental compliance and liability - include for industrial assets or real property

4. Regulatory Approvals: Required regulatory clearances - include when transaction requires specific regulatory approval

5. Warranties and Indemnities: Key warranties to be included in final agreement - include for complex transactions

6. Working Capital Adjustment: Mechanism for adjusting purchase price based on working capital - include for operating business assets

7. Third Party Consents: Required third party approvals - include when assets involve significant contracts or licenses

8. Transitional Services: Post-completion support services - include when operational continuity is required

1. Asset Schedule: Detailed listing of all assets included in the sale

2. Excluded Assets Schedule: List of specifically excluded assets

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

4. Key Contracts: List of material contracts included in the sale

5. Required Consents: List of third party and regulatory approvals needed

6. Due Diligence Checklist: Preliminary list of required due diligence items

7. Key Employees: List of critical employees and proposed arrangements

8. Timeline Schedule: Detailed timeline with key milestones and deadlines