1. Conditions Precedent: Required if completion is subject to certain conditions being satisfied

2. Due Diligence: Needed for complex assets requiring buyer investigation rights

3. Post-Completion Obligations: Include if there are specific obligations that continue after completion

4. Intellectual Property Rights: Required if the assets include IP rights

5. Employee Matters: Necessary if the sale involves transfer of employees

6. Competition/Regulatory Approvals: Include if the transaction requires regulatory clearances

7. Transitional Services: Required if seller will provide services post-completion

8. Non-Compete Provisions: Include if seller needs to be restricted from competing

9. Data Protection: Required if personal data is part of the assets

10. Insurance: Include for high-value assets requiring specific insurance arrangements

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

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Form of Transfer Documents: Templates for asset transfer documentation

4. Warranties: Detailed warranties given by the seller

5. Encumbrances: List of any existing encumbrances on the assets

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

7. Completion Deliverables: Detailed list of documents and items to be delivered at completion

8. Intellectual Property: Details of any IP rights included in the sale

9. Employee Information: Details of any employees being transferred

10. Tax Computation: Detailed tax calculations and allocations