1. Conditions Precedent: Used when the sale is subject to specific conditions being met before closing

2. Purchase Price Adjustment: Include when price may be adjusted based on certain factors or post-closing calculations

3. Tax Matters: Detailed section needed for complex tax implications or allocations

4. Employee Matters: Required when the asset purchase involves transfer of employees

5. Intellectual Property: Include when IP assets are part of the purchase

6. Environmental Matters: Necessary when assets include real property or environmental considerations

7. Non-Competition: Include when restricting seller's future business activities

8. Confidentiality: Add when sensitive information is involved in the transaction

9. Survival: Include when certain representations and warranties should survive closing

10. Dispute Resolution: Add detailed dispute resolution procedures for complex transactions

1. Schedule A - Asset Description: Detailed list and description of all assets being purchased

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price across different asset categories

3. Schedule C - Permitted Encumbrances: List of any permitted liens or encumbrances on the assets

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

5. Schedule E - Excluded Assets: List of assets specifically excluded from the sale

6. Appendix 1 - Form of Bill of Sale: Standard form document evidencing transfer of title

7. Appendix 2 - Transfer Documents: Forms for transferring specific assets (vehicle ownership, etc.)

8. Appendix 3 - Closing Certificates: Forms of various certificates to be delivered at closing