1. Due Diligence: Include when buyer has conducted or will conduct due diligence investigations

2. Intellectual Property Rights: Include when the assets include IP rights requiring special transfer provisions

3. Employee Matters: Include when the sale involves transfer of employees or employment-related obligations

4. Environmental Matters: Include when assets might have environmental implications or liabilities

5. Regulatory Approvals: Include when the transfer requires specific regulatory or government approvals

6. Non-Competition: Include when parties agree to restrictions on future business activities

7. Transition Services: Include when seller will provide post-closing support or services

8. Financing Provisions: Include when purchase price is subject to financing arrangements

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

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

3. Purchase Price Allocation: Breakdown of purchase price across different asset categories

4. Encumbrances Schedule: List of any existing liens, encumbrances, or claims on the assets

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

6. Form of Transfer Documents: Templates of specific transfer documents required for certain assets

7. Due Diligence Findings: Summary of key due diligence findings and disclosed issues

8. Closing Checklist: List of all documents and actions required for closing