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1. Seller's Consent: Required when the Original Agreement requires the Seller's consent for assignment

2. Conditions Precedent: Include when the assignment is subject to certain conditions being met

3. Security Arrangements: Required when there are existing security arrangements that need to be transferred or new ones created

4. Tax Provisions: Include specific tax-related provisions when the assignment has significant tax implications

5. Confidentiality: Include when specific confidentiality obligations need to be addressed beyond those in the Original Agreement

6. Partial Assignment: Required when only certain rights or obligations are being assigned rather than the entire agreement

7. Notice Requirements: Include when specific notice requirements to third parties are necessary

1. Original Asset Purchase Agreement: Copy of the complete Asset Purchase Agreement being assigned

2. Seller's Consent Letter: If required, the formal consent from the original seller

3. Assets Schedule: Detailed list of assets covered by the assignment, particularly if different from the Original Agreement

4. Required Notices: Forms of notices required to be given to various parties

5. Existing Security Arrangements: Details of any security arrangements that need to be addressed

6. Transfer Documents: Forms of any additional transfer documents required to effect the assignment