1. Employee Matters: Required when the transaction involves transfer or termination of employees

2. Real Estate: Required when the transaction includes real property

3. Intellectual Property: Detailed IP provisions when significant IP assets are involved

4. Environmental Matters: Required for businesses with environmental risks or liabilities

5. Tax Matters: Detailed tax provisions for complex tax structures or implications

6. Transition Services: Required when seller will provide post-closing services to buyer

7. Non-Competition: Required when restricting seller's future competitive activities

8. Financing Contingency: Required when purchase is contingent on buyer obtaining financing

9. Working Capital Adjustment: Required when purchase price includes working capital adjustment

10. Earn-out Provisions: Required when part of purchase price is contingent on future performance

1. Disclosure Schedule: Exceptions to representations and warranties

2. Asset Schedule: Detailed list of assets being purchased

3. Excluded Assets Schedule: List of assets explicitly excluded from the transaction

4. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

5. Excluded Liabilities Schedule: List of liabilities explicitly excluded from assumption

6. Material Contracts Schedule: List of important contracts being assigned

7. Intellectual Property Schedule: List of IP assets included in the transaction

8. Real Property Schedule: Details of real estate included in the transaction

9. Employee Schedule: List of employees and employment terms

10. Required Consents Schedule: List of third-party consents needed for closing

11. Purchase Price Allocation Schedule: Breakdown of purchase price allocation for tax purposes

12. Form of Bill of Sale: Form document for transferring assets

13. Form of Assignment and Assumption Agreement: Form document for assigning contracts and assuming liabilities