1. Conditions Precedent: Include when closing is subject to specific conditions being met

2. Due Diligence: Include when purchaser requires specific investigation rights

3. Post-Closing Obligations: Include when parties have continuing obligations after closing

4. Non-Competition: Include when seller needs to be restricted from competing

5. Intellectual Property Rights: Include when assets include IP rights

6. Employee Matters: Include when assets include employment relationships

7. Confidentiality: Include when transaction involves sensitive information

8. Insurance: Include when specific insurance requirements are needed

9. Force Majeure: Include when need to address extraordinary circumstances

1. Asset Schedule: Detailed inventory and description of all assets being transferred

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

3. Form of Transfer Documents: Templates for any required transfer documentation

4. Encumbrances: List of any existing liens, charges or encumbrances on the assets

5. Required Consents: List of third-party consents required for the transfer

6. Excluded Assets: Clear listing of any assets explicitly excluded from the sale

7. Closing Checklist: List of all documents and actions required for closing