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

2. Tag-Along Rights: Included when minority shareholders need protection in case of future sale

3. Drag-Along Rights: Used when majority shareholders want right to force minority to join in future sale

4. Employee Matters: Required when there are specific arrangements for key employees post-completion

5. Intellectual Property Rights: Included when IP is a significant asset requiring specific provisions

6. Real Property: Used when company owns significant real estate assets requiring specific warranties

7. Bank Financing: Required when purchase is funded by external financing requiring specific conditions

8. Tax Covenant: Included when specific tax indemnities or arrangements are required

9. Transitional Services: Used when seller will provide services to company post-completion

1. Share Details: Details of shares being transferred including share certificate numbers and class

2. Company Information: Key details about the company including corporate information and structure

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

4. Properties: List and details of company's real estate assets

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

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

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

8. Completion Requirements: 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