1. Intellectual Property Rights: Required when the transfer involves IP assets, detailing specific IP-related warranties and obligations

2. Employee Matters: Needed when the transfer involves business assets with associated employees

3. Condition of Assets: Detailed section on asset condition, particularly relevant for physical property transfers

4. Regulatory Compliance: Required when the transfer needs specific regulatory approvals or notifications

5. Non-Competition: Relevant when protecting the value of business assets being transferred

6. Transitional Services: Required when the transferor needs to provide ongoing support post-transfer

7. Environmental Matters: Necessary for transfers involving real estate or industrial assets

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

2. Consideration Schedule: Breakdown of consideration and payment terms if complex

3. Completion Obligations: List of documents to be delivered and actions to be taken at completion

4. Encumbrances: List of any existing encumbrances affecting the transferred assets

5. Required Consents: List of third-party or regulatory consents required for the transfer

6. Form of Transfer Documents: Templates of any additional transfer documents required

7. Due Diligence Disclosures: Specific disclosures against the warranties given in the agreement