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1. Employee Matters: Required when there are specific employee arrangements or concerns to address

2. Intellectual Property: Needed when IP forms a significant part of the company's assets

3. Tax Covenants: Detailed tax provisions when specific tax arrangements or indemnities are required

4. Non-competition: Restrictions on seller's future business activities, if applicable

5. Earn-out Provisions: When part of the purchase price is contingent on future performance

6. Break Fee: When parties agree to compensation if the deal fails under specific circumstances

7. Transitional Services: When seller agrees to provide ongoing services post-completion

8. Director Resignations: When changes to board composition are part of the transaction

1. Share Details: Details of shares being sold including class, numbers, and current ownership

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Warranties: Comprehensive list of seller's warranties

4. Company Information: Key company details including assets, contracts, and financial information

5. Intellectual Property Schedule: List of all IP owned or used by the company

6. Material Contracts: List and details of important company contracts

7. Properties: Details of company's real estate and leases

8. Completion Requirements: Detailed list of documents and actions required for completion

9. Permitted Encumbrances: List of approved existing encumbrances on shares or assets

10. Disclosed Matters: Information disclosed against the warranties