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1. Tax Matters: Detailed tax provisions when the transaction has significant tax implications

2. Environmental Matters: Required when the assets include real property or equipment with environmental considerations

3. Employee Matters: Necessary when the assets include ongoing business operations with employees

4. Intellectual Property: Required when the assets include patents, trademarks, or other IP

5. Third Party Consents: Needed when asset transfer requires approval from third parties

6. Post-Closing Covenants: Used when parties have ongoing obligations after closing

7. Transition Services: Required when seller needs to provide temporary support post-closing

1. Schedule A - Asset Description: Detailed list and description of all assets being purchased

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

3. Schedule C - Excluded Assets: List of assets specifically excluded from the sale

4. Schedule D - Assumed Liabilities: List of any liabilities being assumed by the buyer

5. Schedule E - Required Consents: List of third-party consents required for the transaction

6. Schedule F - Encumbrances: List of any existing liens or encumbrances on the assets

7. Schedule G - Form of Bill of Sale: Template for the bill of sale to be executed at closing