1. Employee Matters: Terms regarding transfer of employees - include when workforce is part of assets

2. Intellectual Property: Special provisions for IP transfers - include when IP assets are significant

3. Real Estate: Specific terms for property transfers - include when real estate is involved

4. Regulatory Approvals: Required regulatory clearances - include for regulated industries or large transactions

5. Environmental Matters: Environmental considerations - include when acquiring industrial or potentially contaminated assets

6. Tax Structure: Proposed tax treatment - include for complex tax implications

7. Transition Services: Post-closing support services - include when operational continuity is crucial

8. Break Fee: Terms of any break fee - include in high-value transactions

9. Financing Conditions: Details of financing arrangements - include when purchase is subject to financing

10. Competition Clearance: Competition law considerations - include for large market-impacting transactions

1. Schedule 1 - Asset List: Preliminary list of major assets to be included in the transaction

2. Schedule 2 - Excluded Assets: Clear identification of assets explicitly excluded from the transaction

3. Schedule 3 - Purchase Price Calculation: Framework for determining final purchase price, including adjustments

4. Schedule 4 - Key Contracts: List of material contracts associated with the assets

5. Schedule 5 - Timeline: Detailed transaction timeline with key milestones and deadlines

6. Appendix A - Form of Confidentiality Agreement: Draft or agreed form of separate confidentiality agreement if required