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1. Third Party Consents: Required when assignment needs approval from other parties

2. Intellectual Property: Include when IP rights are part of the assigned business

3. Employee Matters: Necessary when employees are being transferred as part of the wholesale business

4. Tax Matters: Include detailed tax provisions when significant tax implications exist

5. Non-Competition: Include restrictions on Assignor's future business activities if required

6. Insurance: Include when specific insurance requirements need to be maintained

7. Dispute Resolution: Alternative dispute resolution procedures if preferred over court proceedings

8. Further Assurance: Additional actions required to perfect the assignment

1. Schedule A - Assigned Assets: Detailed list of all assets, contracts, and rights being assigned

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

3. Schedule C - Customer Contracts: List of customer contracts being assigned

4. Schedule D - Supplier Contracts: List of supplier contracts being assigned

5. Schedule E - Intellectual Property: Details of any IP rights included in the assignment

6. Schedule F - Transfer Documents: Forms of transfer documents required to effect the assignment

7. Schedule G - Transition Services: Details of any transition services to be provided

8. Appendix 1 - Required Consents: List of third-party consents required for the assignment