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1. Retained Rights: Used when the Assignor retains certain rights or obligations under the original agreement

2. Conditions Precedent: Include when there are specific conditions that must be met before the assignment becomes effective

3. Tax Provisions: Detailed tax arrangements if there are specific tax implications or allocations between parties

4. Regulatory Compliance: Include when the assignment requires specific regulatory approvals or compliance measures

5. Indemnification: Additional indemnity provisions beyond those in the original agreement

6. Dispute Resolution: Specific dispute resolution procedures if different from the original agreement

7. Confidentiality: Additional confidentiality provisions if needed beyond the original agreement

8. Third Party Rights: Include when there are affected third parties whose rights need to be addressed

1. Original Asset Purchase Agreement: Copy of the complete original agreement being assigned

2. Asset Schedule: Detailed list and description of assets covered by the original agreement

3. Consent Documentation: Copies of all required consents, including from the original seller

4. Outstanding Obligations: List of any remaining obligations under the original agreement

5. Transfer Documents: Forms and documents required for formal transfer of specific assets

6. Corporate Authorizations: Copies of corporate approvals and authorizations for the assignment

7. Payment Schedule: Details of any payment arrangements between Assignor and Assignee