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1. Intellectual Property: Specific provisions for transfer of intellectual property rights, required if IP assets are included

2. Employee Matters: Provisions dealing with transfer of employees, if applicable

3. Regulatory Compliance: Additional compliance requirements if the transfer involves regulated assets or requires regulatory approval

4. Third Party Consents: Process for obtaining third party consents if required for certain assets

5. Transitional Services: Arrangements for transitional services between the companies post-transfer

6. Security Interests: Provisions dealing with existing security interests over assets

7. Intra-group Services: Ongoing service arrangements between the companies

8. Data Protection: Specific provisions for transfer of personal data or confidential information

9. Environmental Matters: Required if environmental liabilities or compliance issues are relevant

1. Schedule 1 - Asset Register: Detailed list and description of all assets being transferred

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

3. Schedule 3 - Consideration Calculation: Detailed breakdown of how the consideration was calculated

4. Schedule 4 - Completion Requirements: Detailed list of actions required at completion

5. Schedule 5 - Form of Transfer Documents: Templates of specific transfer documents required

6. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the transfer

7. Appendix B - Valuation Report: Independent valuation report for the assets (if applicable)

8. Appendix C - Tax Analysis: Analysis of tax implications and transfer pricing considerations