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

2. Employee Matters: Required when specific arrangements for employees need to be addressed

3. Intellectual Property: Needed when IP is a significant component of the business

4. Real Property: Required when the entity owns or leases significant real estate

5. Environmental Matters: Important for businesses with environmental risks or compliance requirements

6. Competition/Non-solicitation: Used when restraints on seller's future activities are required

7. Transitional Services: Needed when seller will provide services post-completion

8. Break Fee: Used in larger transactions to provide compensation if deal fails

9. Guarantees: Required when parent company or personal guarantees are needed

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

2. Warranties: Detailed warranties about the business, assets, and liabilities

3. Properties: Details of owned and leased properties

4. Material Contracts: List and details of key contracts

5. Intellectual Property: Schedule of IP rights owned or licensed

6. Employees: Key employee information and employment terms

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

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

9. Permitted Leakage: List of permitted value extractions in locked box deals

10. Working Capital Statement: Format and rules for working capital calculations

11. Tax Deed: Detailed tax indemnity provisions

12. Disclosure Letter: Exceptions and qualifications to warranties