1. Tax Matters: Include when there are specific tax implications or allocations that need to be addressed

2. Employees: Include when the sale involves transfer of employees or employee-related obligations

3. Intellectual Property: Include when IP assets are part of the sale and assignment

4. Transition Services: Include when seller will provide post-closing transition assistance

5. Non-Competition: Include when parties want to restrict seller's future competitive activities

6. Conditions Precedent: Include when closing is subject to specific conditions being met

7. Indemnification: Include when specific indemnification provisions beyond standard representations are needed

8. Third Party Consents: Include when assignments require specific third party approvals

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

2. Schedule B - Assumed Liabilities: Comprehensive list of all liabilities and obligations being assumed by buyer

3. Schedule C - Excluded Assets: List of assets specifically excluded from the sale and transfer

4. Schedule D - Excluded Liabilities: List of liabilities specifically excluded from assumption

5. Schedule E - Purchase Price Allocation: Breakdown of purchase price across different asset categories

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

7. Schedule G - Transferred Contracts: List of contracts being assigned as part of the transaction

8. Appendix 1 - Form of Transfer Documents: Templates for any additional transfer documents required for specific assets