1. Employee Matters: Required when the transfer includes employment relationships or affects employees

2. Intellectual Property Rights: Needed when IP assets are part of the transfer

3. Tax Matters: Detailed tax provisions when complex tax implications exist

4. Environmental Matters: Required when the transfer involves real property or environmental liabilities

5. Transition Services: Include when post-closing assistance is needed from the transferor

6. Non-Competition: Required when restricting the transferor's future business activities

7. Regulatory Approvals: Include when the transfer requires specific regulatory clearances

8. Third Party Consents: Needed when transfer requires approval from other parties

1. Schedule A - Asset List: Detailed inventory of all assets being transferred

2. Schedule B - Excluded Assets: List of assets specifically excluded from the transfer

3. Schedule C - Liabilities: Detail of any liabilities being transferred or retained

4. Schedule D - Contracts: List of contracts being assigned or transferred

5. Schedule E - Real Property: Details of any real estate included in the transfer

6. Schedule F - Intellectual Property: List of IP assets being transferred

7. Schedule G - Employee Information: Details of employees affected by the transfer

8. Appendix 1 - Transfer Documents: Forms and documents required to execute the transfer

9. Appendix 2 - Regulatory Filings: Copies of necessary regulatory submissions and approvals