1. Assumed Liabilities: Used when the buyer will assume certain liabilities as part of the transaction

2. Employee Matters: Include when the transaction involves transfer of employees

3. Regulatory Approvals: Required for transactions subject to regulatory oversight or competition law requirements

4. Transition Services: Include when post-closing operational support from seller is needed

5. Intellectual Property Rights: Required when IP assets are a significant part of the transaction

6. Real Estate: Include when the transaction involves transfer of real property

7. Environmental Matters: Required for transactions involving industrial assets or environmental risks

8. Break Fee: Include when parties want to specify compensation for transaction termination

9. Exclusivity Period: Used when seller agrees to negotiate exclusively with the buyer

10. Tax Structure: Include when specific tax structuring is important to the transaction

1. Asset Schedule: Detailed listing of all assets to be transferred

2. Excluded Assets Schedule: Detailed listing of specifically excluded assets

3. Price Adjustment Mechanism: Detailed methodology for any purchase price adjustments

4. Key Contracts: List of material contracts to be transferred

5. Required Consents: List of third-party consents needed for the transaction

6. Employee Information: Details of employees to be transferred (if applicable)

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

8. Real Estate Schedule: Details of any real property included in the transaction

9. Timeline Schedule: Detailed transaction timeline and key dates