1. Employee Matters: Required when the asset purchase involves transfer of employees or could trigger TUPE regulations

2. Intellectual Property: Needed when the assets include significant IP rights requiring specific transfer provisions

3. Data Protection: Required when personal data or customer databases are part of the transferred assets

4. Property: Needed when real estate assets are included in the purchase

5. Environmental Matters: Required for industries with environmental concerns or when purchasing potentially contaminated assets

6. Competition/Antitrust: Needed for larger transactions requiring competition clearance

7. Post-Completion Covenants: Optional restrictions such as non-compete clauses or ongoing obligations

8. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

9. Third Party Consents: Needed when transfer of certain assets requires consent from third parties

1. Schedule 1 - Assets: Detailed list and description of all assets being transferred

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

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

4. Schedule 4 - Properties: Details of any real estate assets included in the transfer

5. Schedule 5 - Intellectual Property: List and details of all IP rights being transferred

6. Schedule 6 - Employees: Details of any employees being transferred

7. Schedule 7 - Contracts: List of contracts being transferred or assigned

8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion

9. Schedule 9 - Form of Transfer Documents: Pro forma transfer documents required for specific assets

10. Appendix 1 - Disclosure Letter: Seller's disclosures against the warranties