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1. Deferred Consideration: Required if part of the purchase price is to be paid later or is contingent on future events

2. Employee Matters: Include if there are specific arrangements regarding key employees or management

3. Non-Competition: Include if sellers are to be restricted from competing post-completion

4. Security for Claims: Include if any security (e.g., escrow) is required for warranty claims

5. Intellectual Property: Required if IP assets are material to the transaction

6. Real Estate: Include if company owns significant real estate assets

7. Bank Financing: Required if purchase is partially funded through bank financing

8. Works Council Provisions: Include if works council approval or consultation is required

9. Earn-out Provisions: Include if purchase price includes performance-based payments

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

2. Warranties: Detailed warranties regarding the company and its business

3. Properties: Details of owned and leased real estate

4. Intellectual Property Rights: List of IP rights owned or licensed by the company

5. Material Contracts: Summary of key commercial contracts

6. Employee Information: Details of employees, benefits, and pension arrangements

7. Completion Requirements: Detailed list of completion deliverables

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

9. Disclosed Information: Information disclosed against the warranties

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

11. Form of Powers of Attorney: Template powers of attorney for completion actions

12. Tax Deed: Detailed tax indemnity provisions and mechanisms