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1. Intellectual Property: Required when the sale includes transfer of intellectual property rights

2. Employee Matters: Needed when the sale involves transfer of employees

3. Post-Completion Obligations: Used when there are specific obligations that continue after completion

4. Non-Competition: Include when restricting seller's future competitive activities

5. Due Diligence: Required when there's a formal due diligence process

6. Break Fee: Include when there's an agreement about compensation if the deal fails

7. Earn-out Provisions: Used when part of purchase price is contingent on future performance

8. Third Party Consents: Required when the sale requires specific third party approvals

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

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across different asset categories

4. Schedule 4 - Warranties: Detailed warranties given by the seller

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the sale assets

6. Appendix A - Form of Transfer Documents: Templates for documents required to transfer assets

7. Appendix B - Completion Checklist: List of items to be delivered/actions to be taken at completion