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

2. Employee Matters: Include when specific employee arrangements or protections are needed

3. Non-Competition: Used when seller needs to be restricted from competing post-closing

4. Specific Indemnities: Include for known issues requiring special indemnification

5. Transitional Services: Include when seller will provide services post-closing

6. Bank Debt and External Financing: Used when transaction involves external financing arrangements

7. Intellectual Property Rights: Include detailed IP provisions when IP is a key asset

8. Real Estate Matters: Include when real estate is a significant component of the business

1. Schedule 1 - Target Company Details: Corporate information, shareholding structure, and subsidiaries

2. Schedule 2 - Conditions Precedent: Detailed list of all closing conditions

3. Schedule 3 - Warranties: Comprehensive list of seller's warranties

4. Schedule 4 - Properties: Details of owned and leased real estate

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

6. Schedule 6 - Material Contracts: Key business agreements and commitments

7. Schedule 7 - Employees: Key employment terms and arrangements

8. Schedule 8 - Closing Deliverables: Documents and items to be delivered at closing

9. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing officers

10. Appendix B - Form of Board Resolutions: Template corporate approvals

11. Appendix C - Disclosure Letter: Seller's disclosures against warranties