1. Purchase Price Adjustment: Used when the purchase price may be adjusted based on working capital or other financial metrics

2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

3. Employee Matters: Required when there are specific agreements regarding retention or termination of employees

4. Tax Matters: Include detailed tax provisions when complex tax implications exist

5. Non-Competition and Non-Solicitation: Used when restricting seller's future business activities

6. Transition Services: Include when seller will provide post-closing services

7. Third Party Consents: Required when material contracts or licenses need third party approval for transfer

8. Environmental Matters: Include for businesses with significant environmental considerations

9. Intellectual Property: Required when IP assets are material to the business

1. Schedule A - Membership Interests: Detailed description of membership interests being transferred

2. Schedule B - Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes

3. Schedule C - Company Financial Statements: Recent financial statements of the company

4. Schedule D - Material Contracts: List and copies of material contracts

5. Schedule E - Permitted Encumbrances: List of allowed liens or encumbrances on company assets

6. Schedule F - Intellectual Property: List of IP assets owned or licensed by the company

7. Schedule G - Real Property: Details of owned or leased real estate

8. Schedule H - Employee Information: List of employees and employment terms

9. Schedule I - Required Consents: List of required third-party approvals

10. Schedule J - Disclosure Schedule: Exceptions to representations and warranties