1. Management Provisions: Required when existing management agreements need to be addressed or new arrangements established

2. Non-Competition: Include when seller needs to be restricted from competing with the target business

3. Tax Covenant: Detailed section needed for complex tax arrangements or specific tax indemnities

4. Employee Matters: Required when specific employment arrangements need to be addressed

5. Intellectual Property: Detailed section needed when IP is a significant asset of the target company

6. Real Estate: Include when the target company has significant real estate holdings

7. Bank Financing: Required when transaction involves external financing arrangements

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

1. Share Details: Details of shares being transferred, including share certificates and shareholder registers

2. Disclosed Information: List of all documents and information provided during due diligence

3. Warranties: Detailed warranties and any specific disclosures against them

4. Company Information: Details of the target company, including corporate documents and structure

5. Properties: List and details of all real estate owned or leased by the company

6. Material Contracts: List and copies of all material contracts of the target company

7. Intellectual Property: Schedule of all IP rights owned or licensed by the company

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

9. Closing Documents: Forms of all documents required to be delivered at closing

10. Net Working Capital Calculation: Methodology and example calculation for working capital adjustments