1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Employee Matters: Required when specific arrangements for key employees or employee benefits are needed

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

4. Non-Competition: Restrictions on seller's future business activities, if required

5. Transition Services: When seller needs to provide ongoing services post-closing

6. Bank Financing: Required when purchase is contingent on third-party financing

7. Intellectual Property: Detailed IP provisions when IP is a crucial asset

8. Real Estate: Special provisions for companies with significant real estate assets

9. Environmental Matters: Required for companies with environmental risks or obligations

1. Disclosure Schedule: Exceptions to representations and warranties

2. Company Information: Details of target company including corporate documents and structure

3. Share Certificate(s): Copies of share certificates being transferred

4. Financial Statements: Recent financial statements of the target company

5. Material Contracts: List and copies of important company contracts

6. Intellectual Property: List of IP rights owned or licensed by the company

7. Real Estate: Details of owned or leased properties

8. Employee List: List of employees and their key terms of employment

9. Pending Litigation: Details of ongoing legal proceedings

10. Required Consents: List of third-party approvals needed for the transaction

11. Closing Checklist: List of documents and actions required for closing