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1. Non-Solicitation Provisions: Additional restrictions on soliciting employees or customers, included when broader protection is needed

2. Transition Services: Terms for post-closing assistance from seller, included when operational continuity is crucial

3. Employee Matters: Provisions regarding transfer or hiring of employees, included when employees are key to the assets

4. Intellectual Property Rights: Specific provisions for IP transfer and protection, included when IP is a significant asset

5. Environmental Matters: Environmental representations and indemnities, included for assets with environmental exposure

6. Tax Matters: Detailed tax provisions, included for complex tax implications

7. Third Party Consents: Process for obtaining required third-party approvals, included when assets require consent to transfer

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

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

3. Schedule C - Assumed Liabilities: Description of any liabilities being assumed by the purchaser

4. Schedule D - Purchase Price Allocation: Breakdown of purchase price across asset categories

5. Schedule E - Non-Compete Terms: Detailed terms of non-compete including territory and restricted activities

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

7. Schedule G - Intellectual Property: Detailed list of IP assets being transferred

8. Schedule H - Material Contracts: List of key contracts included in the purchase

9. Appendix 1 - Form of Bill of Sale: Template for the formal transfer document

10. Appendix 2 - Form of Assignment and Assumption Agreement: Template for transfer of contracts and obligations