1. Employee Matters: Required when employees are being transferred or their employment is affected by the asset purchase

2. Intellectual Property Transfer: Needed when intellectual property assets are included in the purchase

3. Real Property: Required when real estate assets are part of the transaction

4. Environmental Matters: Necessary when the assets include property with potential environmental liabilities

5. Tax Matters: Detailed tax provisions when complex tax implications exist

6. Competition Compliance: Required when the transaction size requires competition law compliance

7. Transitional Services: Needed when the seller will provide post-completion services to the buyer

8. Third Party Consents: Required when key contracts or licenses require third party approval for transfer

9. Debt and Encumbrances: Needed when assets are subject to existing liens or encumbrances

10. Insurance: Required when specific insurance arrangements need to be addressed

1. Schedule 1 - Assets: Detailed list and description of all assets being purchased

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

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

4. Schedule 4 - Contracts: List of contracts being transferred or requiring assignment

5. Schedule 5 - Intellectual Property: Details of all intellectual property assets included in the sale

6. Schedule 6 - Properties: Details of any real property included in the sale

7. Schedule 7 - Employees: List of employees and their key employment terms if relevant

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

9. Schedule 9 - Completion Requirements: Detailed list of completion deliverables and requirements

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