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1. Environmental Matters: Required when assets include land or operations with environmental implications

2. Employee Matters: Included when the sale involves transfer of employees or workforce implications

3. Intellectual Property: Required when significant IP assets are included in the sale

4. Third Party Consents: Needed when transfer of certain assets requires third party approval

5. Post-Completion Obligations: For transactions requiring significant post-completion actions or transitions

6. Non-Competition: Included when restraints on the seller's future activities are required

7. Tax Indemnities: For complex transactions with significant tax implications

8. Earn-out Provisions: When part of the purchase price is contingent on future performance

9. Break Fee: For high-value transactions where deal certainty is crucial

10. Foreign Investment Provisions: Required when the purchaser is a foreign entity requiring FIRB approval

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

2. Purchase Price Adjustment Mechanism: Detailed methodology for any price adjustments

3. Form of Transfer Documents: Pro forma transfer documents for specific assets

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

5. Assumed Liabilities: Detail of any liabilities being assumed by the purchaser

6. Completion Checklist: List of all documents and actions required at completion

7. Warranty Schedule: Detailed warranties given by the seller

8. Encumbrances: List of all encumbrances affecting the assets

9. Required Consents: List of third party consents required for the transfer

10. Transitional Services: Details of any transitional arrangements post-completion