1. Earnout Provisions: Used when part of the purchase price is contingent on future performance

2. Seller Financing: Included when the seller is providing financing for the purchase

3. Employee Matters: Required when there are specific arrangements regarding key employees

4. Tax Matters: Detailed tax provisions when complex tax issues are involved

5. Transition Services: Included when the seller will provide post-closing services

6. Non-Competition: Used when restricting seller's future competitive activities

7. Environmental Matters: Required for businesses with significant environmental considerations

8. Intellectual Property: Detailed IP provisions for technology or IP-heavy businesses

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

2. Schedule B - Purchase Price Calculation: Details of purchase price calculations and adjustments

3. Schedule C - Seller Disclosure Schedule: Exceptions and qualifications to seller's representations and warranties

4. Schedule D - Company Financial Statements: Recent financial statements of the company

5. Schedule E - Material Contracts: List and copies of material contracts

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

7. Schedule G - Permitted Encumbrances: List of permitted liens and encumbrances

8. Appendix 1 - Closing Deliverables: List of documents to be delivered at closing

9. Appendix 2 - Form of Transfer Documents: Forms of documents to effect the transfer