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1. Employee Matters: Required when employees are being transferred as part of the business asset purchase

2. Intellectual Property: Needed when the purchase includes significant IP assets

3. Environmental Matters: Important for businesses with environmental compliance obligations or risks

4. Tax Covenant: Detailed tax provisions when tax liabilities are a significant concern

5. Post-Completion Obligations: Specific obligations after completion, such as transitional services

6. Non-Competition: Restrictions on seller's future business activities, if required

7. Property Matters: Required when real property assets are included in the purchase

8. Regulatory Compliance: Specific provisions for heavily regulated industries

1. Schedule 1 - Assets: Detailed list and description of all assets being purchased

2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the purchase

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List and details of all IP rights being transferred

5. Schedule 5 - Employees: List of employees and their key employment terms

6. Schedule 6 - Contracts: List of contracts being transferred or assigned

7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion

8. Schedule 8 - Form of Transfer Documents: Pro forma transfer documents required for completion

9. Appendix A - Due Diligence Findings: Summary of key due diligence findings and disclosures