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1. Consent of Third Parties: Required when original agreements or Philippine law mandate obtaining third-party consents for assignment

2. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

3. Regulatory Compliance: Required when the assignment involves regulated assets or requires governmental approvals

4. Intellectual Property Rights: Include when the assigned assets include IP rights requiring special treatment

5. Employee Matters: Required when the assignment involves transfer of employees or employment obligations

6. Transition Services: Include when the assignor will provide post-closing transition assistance

7. Confidentiality: Include when specific confidentiality obligations need to be addressed beyond standard provisions

8. Non-Competition: Include when restrictions on assignor's future activities are necessary

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

2. Schedule B - Assumed Liabilities: Comprehensive list of liabilities and obligations being assumed

3. Schedule C - Excluded Assets: List of assets specifically excluded from the assignment

4. Schedule D - Required Consents: List of third-party consents required for the assignment

5. Schedule E - Purchase Price Allocation: Breakdown of purchase price allocation across asset categories

6. Schedule F - Required Regulatory Approvals: List of governmental or regulatory approvals needed

7. Appendix 1 - Form of Transfer Documents: Templates for specific transfer documents required under Philippine law

8. Appendix 2 - Closing Checklist: List of all documents and actions required for closing