1. Employee Matters: Required if employees are being transferred as part of the sale, detailing treatment of employees and associated liabilities

2. Intellectual Property: Required if specific IP assets are being transferred or licensed

3. Tax Matters: Detailed tax provisions required for complex transactions with specific tax implications

4. Post-Completion Obligations: Include when there are specific requirements after completion, such as transitional services

5. Non-Competition: Include when restricting seller's future business activities is necessary

6. Property Matters: Required if real property is included in the sale

7. Third Party Consents: Include when specific third party approvals are required for the transaction

8. Break Fee: Include when parties want to specify compensation if the deal fails under certain circumstances

1. Schedule 1 - Assets: Detailed list of all assets included in the sale

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

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List and details of all IP rights included in the sale

5. Schedule 5 - Employees: List of employees and their key employment terms

6. Schedule 6 - Contracts: List of contracts being transferred

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

8. Schedule 8 - Warranties: Detailed warranties given by the seller

9. Schedule 9 - Permitted Encumbrances: List of permitted encumbrances on the assets

10. Appendix A - Form of Transfer Documents: Templates for various transfer documents required at completion