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1. Employee Matters: Required when the transfer involves employees transitioning to the buyer

2. Intellectual Property: Needed when IP assets are included in the transfer

3. Property Transfers: Required for real property asset transfers

4. Environmental Matters: Include when assets may have environmental implications or liabilities

5. Tax Indemnities: Required for complex transactions with specific tax implications

6. Ongoing Operations: Include when assets require operational transition period

7. Competition Compliance: Required for large transfers that may have competition law implications

8. Foreign Investment Provisions: Include when overseas investment approval is required

9. Restraint of Trade: Include when protecting goodwill value of transferred business assets

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

2. Excluded Assets: List of specific assets excluded from the transfer

3. Encumbrances: Schedule of any existing encumbrances on the assets

4. Purchase Price Allocation: Breakdown of purchase price across different asset categories

5. Required Consents: List of third-party consents required for the transfer

6. Completion Obligations: Detailed list of actions required at completion

7. Form of Transfer Documents: Pro forma transfer documents required for specific assets

8. Warranties: Detailed warranties specific to particular asset categories

9. Disclosure Schedule: Seller's disclosures against warranties