1. Conditions Precedent: Include when completion is conditional on certain events or approvals

2. Post-Completion Obligations: Include when there are specific actions required after completion

3. Non-Compete Provisions: Include when seller needs to be restricted from competing

4. Intellectual Property Rights: Include when IP assets are being transferred

5. Employee Matters: Include when employees are transferring with the assets

6. Property Provisions: Include when real property assets are being transferred

7. Environmental Matters: Include for assets with environmental implications or risks

8. Data Protection: Include when personal data is part of the transferred assets

9. Transitional Services: Include when seller will provide services post-completion

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

1. Schedule 1 - Assets: Detailed description and inventory of all assets being sold

2. Schedule 2 - Excluded Assets: List of specific assets excluded from the sale

3. Schedule 3 - Warranties: Detailed warranties given by the seller

4. Schedule 4 - Limitations on Liability: Limitations and caps on seller's liability under warranties

5. Schedule 5 - Properties: Details of any real property included in the sale

6. Schedule 6 - Intellectual Property: List of all IP rights included in the sale

7. Schedule 7 - Employees: Details of transferring employees and their terms

8. Schedule 8 - Contracts: List of contracts being transferred

9. Schedule 9 - Completion Obligations: Detailed list of actions and deliverables required at completion

10. Schedule 10 - Form of Transfer Documents: Pro forma transfer documents to be executed at completion