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1. Non-Competition: Restrictions on seller's competing activities - include when seller could potentially compete with the transferred business

2. Tax Covenant: Specific tax-related warranties and indemnities - include for larger transactions or where tax risks are significant

3. Environmental Matters: Specific provisions regarding environmental liabilities - include for businesses with environmental risks

4. Intellectual Property: Detailed IP transfer provisions - include when IP assets are material to the business

5. Real Estate: Specific provisions for transfer of property - include when real estate is a significant component

6. Data Protection: Detailed data protection compliance provisions - include when significant personal data is involved

7. Earn-out Provisions: Structure for additional contingent payments - include when part of purchase price is performance-based

8. Break Fee: Compensation if deal fails - include for complex deals with significant due diligence costs

1. Business Assets Schedule: Detailed list of all assets included in the transfer

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

3. Properties Schedule: Details of any real estate included in the transfer

4. Employee Schedule: List of transferring employees and their key employment terms

5. Material Contracts Schedule: List and copies of key business contracts being transferred

6. Intellectual Property Schedule: Details of all IP rights included in the transfer

7. Completion Obligations Schedule: Detailed list of actions and deliverables required at completion

8. Warranties Schedule: Detailed warranties given by the seller

9. Disclosure Schedule: Seller's disclosures against the warranties

10. Purchase Price Adjustment Schedule: Detailed mechanics for any price adjustment

11. Form Documents: Forms of various transfer documents to be executed at completion