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1. Tax Matters: Detailed tax provisions when significant tax implications exist or specific tax treatment is required

2. Employee Matters: Provisions regarding employees when the transaction involves transfer of employees

3. Intellectual Property: Detailed IP provisions when significant IP assets are involved in the sale

4. Environmental Matters: Specific provisions when the assets include real property or environmental risks

5. Transition Services: Terms for post-closing services provided by seller when needed for business continuity

6. Non-Competition and Non-Solicitation: Restrictions on seller's future activities when required by transaction circumstances

7. Third Party Consents: Process for obtaining third party consents when key contracts or licenses require consent to transfer

8. Bulk Sales Compliance: Provisions addressing bulk sales legislation compliance where applicable

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 transaction

3. Schedule C - Purchase Price Allocation: Allocation of purchase price among asset categories for tax purposes

4. Schedule D - Assumed Contracts: List of contracts being assumed by the purchaser

5. Schedule E - Excluded Liabilities: Detailed list of liabilities explicitly excluded from the purchase

6. Schedule F - Required Consents: List of third party consents required for closing

7. Schedule G - Intellectual Property: Detailed list of IP assets included in the sale

8. Schedule H - Real Property: Details of any real property assets included in the sale

9. Schedule I - Employee Information: List of employees and related information if applicable

10. Schedule J - Form of Closing Documents: Forms of various closing documents to be executed