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

2. Employee Matters: Required when specific employee arrangements or transfers need to be addressed

3. Real Estate: Needed when target entity owns significant real estate assets

4. Intellectual Property: Important when IP assets are a key component of the transaction

5. Environmental Matters: Required for businesses with environmental risks or compliance obligations

6. Data Protection: Detailed provisions when significant personal data is involved

7. Transition Services: Used when seller will provide post-closing services to the target

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

9. Tax Covenant: Detailed tax arrangements beyond standard tax warranties

10. Works Council Provisions: Required when Dutch works council approval is needed

1. Definitions Schedule: Detailed definitions of terms used in the agreement

2. Warranties Schedule: Detailed seller warranties about the target entity

3. Disclosure Schedule: Seller's disclosures against the warranties

4. Target Entity Information: Details of target entity including corporate information and subsidiaries

5. Properties Schedule: List and details of real estate and material assets

6. Material Contracts: List and summary of key contracts

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

8. Employee Information: Details of key employees and employment terms

9. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals

10. Closing Actions: Detailed list of closing deliverables and actions

11. Data Room Index: Index of due diligence materials provided

12. Form of Notarial Deed: Required form for transfer of shares under Dutch law