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

2. Non-Compete Covenants: Required when seller needs to be restricted from competing post-completion

3. Security for Claims: Used when purchase price is held in escrow or other security is provided

4. Employee Matters: Required for deals involving key employees or employee shareholders

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

6. Real Property: Required when company owns significant real estate assets

7. Bank Consent: Needed when company has significant banking facilities requiring consent

8. Break Fee: Used in larger transactions where abort costs need to be covered

9. Foreign Investment Approval: Required for transactions involving foreign buyers requiring FIRB approval

10. Transitional Services: Needed when seller must provide services to company post-completion

1. Share Details: Details of shares being sold including class, number, and percentage of total

2. Company Information: Key details about the company including registration number, directors, etc.

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: Details of any real property owned or leased by the company

5. Intellectual Property: Schedule of company's IP rights including registrations

6. Material Contracts: List of key contracts requiring attention or consent

7. Employees: Details of key employees and their employment terms

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Disclosed Matters: Specific disclosures against the warranties

11. Working Capital Statement: Format for calculating working capital adjustment if applicable

12. Tax Covenant: Detailed tax indemnity provisions and procedures