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1. Employee Matters: Used when specific employee arrangements or protections are needed, including management retention

2. Real Estate: Required when the target company owns significant real estate assets

3. Intellectual Property: Important for technology companies or IP-heavy businesses

4. Environmental Matters: Necessary for companies in industries with environmental risks

5. Non-Competition: Include when seller restrictions are required post-closing

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

7. Bank Financing: Required when purchase is contingent on external financing

8. Share Pledge: Include when shares are used as security for deferred payments

9. Data Protection: Detailed section needed for companies processing significant personal data

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Shares Details: Full description of shares being transferred including any encumbrances

3. Purchase Price Calculation: Detailed mechanics for price adjustments and earn-outs

4. Closing Deliverables: List of all documents and items to be delivered at closing

5. Warranties: Detailed warranties schedule, often with specific disclosures

6. Material Contracts: List and copies of key contracts affecting the business

7. Properties: Details of owned and leased real estate

8. Intellectual Property: List of IP rights owned or licensed by the target

9. Employee Information: Key employment terms, benefits, and pension arrangements

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

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

12. Bank Accounts: Details of all bank accounts and signing authorities