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1. Non-Competition: Restrictions on seller's future business activities - used when protecting goodwill is crucial

2. Transition Services: Details of post-closing support provided by seller - used when complex handover is required

3. Intellectual Property: Specific provisions for IP transfer - used when significant IP assets are involved

4. Environmental Matters: Environmental warranties and indemnities - used for businesses with environmental risks

5. Real Property: Details of real estate transfer - used when real property is included in sale

6. Third Party Consents: Process for obtaining required consents - used when key contracts require consent for assignment

7. Post-Closing Adjustments: Mechanism for price adjustments - used in complex transactions with uncertain valuations

8. Tax Matters: Detailed tax provisions - used when significant tax implications exist

1. Schedule A - Asset Inventory: Detailed list of all tangible assets included in the sale

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

3. Schedule C - Assumed Liabilities: Details of liabilities being assumed by the purchaser

4. Schedule D - Contracts and Agreements: List of all contracts being assigned to the purchaser

5. Schedule E - Employee Information: Details of employees, positions, and compensation

6. Schedule F - Intellectual Property: List of all IP assets including registrations and applications

7. Schedule G - Real Property Details: Description of any real property included in the sale

8. Schedule H - Permits and Licenses: List of all permits and licenses being transferred

9. Appendix 1 - Form of Bill of Sale: Standard form for transferring title to personal property

10. Appendix 2 - Closing Documents: List of all documents required at closing