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1. Employee Matters: Terms related to employees associated with the assets, used when the transaction involves transfer of employees

2. Regulatory Approvals: List of required regulatory clearances, included when the transaction requires specific regulatory permissions

3. Environmental Matters: Special provisions for environmental liabilities and compliance, relevant for industrial assets

4. Intellectual Property: Specific terms for IP transfer and protection, needed when IP assets are involved

5. Tax Structure: Proposed tax treatment and allocation of tax liabilities, included for complex transactions with significant tax implications

6. Transition Services: Framework for post-closing support services, needed when seller's continued support is required

7. Break-up Fee: Terms for compensation if the transaction fails under specific circumstances, used in high-value transactions

8. Financing Contingency: Conditions related to buyer's financing, included when purchase is subject to financing

9. Non-Compete: Restrictions on seller's competitive activities, relevant when protecting business value

1. Asset Schedule: Detailed list and description of assets included in the transaction

2. Excluded Assets Schedule: List of specific assets excluded from the transaction

3. Price Adjustment Mechanism: Detailed methodology for any purchase price adjustments

4. Key Contracts Schedule: List of material contracts associated with the assets

5. Required Consents: List of third-party and regulatory approvals required

6. Permitted Encumbrances: List of accepted liens or encumbrances on the assets

7. Due Diligence Checklist: Preliminary list of required due diligence items

8. Transaction Timeline: Detailed schedule of key dates and milestones