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

2. Employee Matters: Include when specific employment arrangements or transitions need to be addressed

3. Intellectual Property: Include when IP assets are material to the transaction

4. Real Estate: Include when real property transfers are part of the transaction

5. Tax Matters: Include when specific tax structuring or indemnities are required

6. Environmental Matters: Include for industries with significant environmental considerations

7. Competition Compliance: Include when merger control filings are required

8. Transition Services: Include when post-closing services are needed from seller

9. Escrow Arrangements: Include when part of purchase price is held in escrow

1. Disclosure Schedule: Exceptions and qualifications to representations and warranties

2. Company Information: Detailed information about target company including corporate documents

3. Financial Statements: Recent financial statements and management accounts

4. Material Contracts: List and copies of key contracts

5. Intellectual Property Schedule: List of IP rights and registrations

6. Real Property Schedule: Details of owned and leased properties

7. Employee Schedule: List of employees and employment terms

8. Permitted Encumbrances: List of accepted liens and encumbrances

9. Required Consents: List of third-party approvals needed

10. Purchase Price Calculation: Detailed methodology for price adjustments

11. Closing Deliverables: List of documents required at closing

12. Form Documents: Templates for various closing documents