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1. Due Diligence: Used when buyer requires specific due diligence rights and process

2. Adjustments: Used when price adjustments may be needed post-closing

3. Employee Matters: Include when the sale involves transfer of employees

4. Intellectual Property: Required when IP assets are part of the sale

5. Real Property: Include when real estate is part of the transaction

6. Environmental Matters: Used when environmental liabilities are a concern

7. Tax Matters: Include for complex tax structures or implications

8. Transition Services: Used when seller will provide post-closing services

9. Non-Competition: Include when restricting seller's future business activities

1. Schedule A - Description of Assets: Detailed list and description of assets being sold

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

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

4. Schedule D - Assumed Liabilities: Details of liabilities being assumed by buyer

5. Schedule E - Disclosed Matters: Exceptions to representations and warranties

6. Schedule F - Required Consents: List of third-party consents needed for closing

7. Schedule G - Material Contracts: List of important contracts included in the sale

8. Appendix 1 - Form of Bill of Sale: Template for the bill of sale to be used at closing

9. Appendix 2 - Form of Assignment: Template for assignment documents needed at closing